<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1999
REGISTRATION NO. 333-78557
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3674 04-3363001
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
333 WESTERN AVENUE, MAIL STOP 01-00
SOUTH PORTLAND, MAINE 04106
(207) 775-8100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
DANIEL E. BOXER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
333 WESTERN AVENUE, MAIL STOP 01-00
SOUTH PORTLAND, MAINE 04106
(207) 775-8100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------
WITH COPIES TO:
<TABLE>
<S> <C>
NINA P. GRAYSON, ESQ. KRIS F. HEINZELMAN, ESQ.
DECHERT PRICE & RHOADS CRAVATH, SWAINE & MOORE
30 ROCKEFELLER PLAZA WORLDWIDE PLAZA
NEW YORK, NEW YORK 10112 825 EIGHTH AVENUE
(212) 698-3500 NEW YORK, NEW YORK 10019
(212) 474-1000
</TABLE>
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
- ---------------.
If this form is a post-effective amendment filed pursuant to Rule 462 (c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------.
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 30, 1999
Shares
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
Class A Common Stock
------------------
We are selling shares of our Class A Common Stock. National
Semiconductor Corporation, one of our principal stockholders, has granted the
underwriters an option to purchase a maximum of additional shares to cover
over-allotments of shares.
Prior to this offering, there has been no public market for our Class A
Common Stock. The initial public offering price is expected to be between
$ and $ per share. We have applied to list our Class A Common
Stock on The New York Stock Exchange under the symbol "FCD."
INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
STARTING ON PAGE 10.
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND FAIRCHILD
PUBLIC COMMISSIONS INTERNATIONAL
------------ ------------- -------------
<S> <C> <C> <C>
Per Share..................................... $ $ $
Total......................................... $ $ $
</TABLE>
Delivery of the shares of Class A Common Stock will be made on or about
, 1999.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
CREDIT SUISSE FIRST BOSTON
The date of this prospectus is , 1999.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 1
Risk Factors.......................... 10
Forward-Looking Statements............ 19
Debt Repayment and Preferred Stock
Conversion Transactions............. 20
Use of Proceeds....................... 21
Dividend Policy....................... 21
Capitalization........................ 22
Dilution.............................. 23
Unaudited Pro Forma Combined Condensed
Financial Statements and Unaudited
Supplemental Data................... 25
Selected Consolidated Financial Data
of Fairchild International.......... 39
Management's Discussion and Analysis
of Financial Condition and Results
of Operations of Fairchild
International....................... 41
Selected Historical Financial Data of
the Power Device Business........... 55
Management's Discussion and Analysis
of Financial Condition and Results
of Operations of the Power Device
Business............................ 56
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Industry Overview..................... 62
Business.............................. 66
The Acquisition....................... 82
Management............................ 86
Affiliates' Interests in this
Offering............................ 94
Certain Relationships and Related
Transactions........................ 95
Principal and Selling Stockholders.... 98
Description of Capital Stock.......... 100
Description of Certain Indebtedness... 103
Shares Eligible for Future Sale....... 107
United States Tax Consequences to
Non-United States Holders........... 110
Underwriting.......................... 113
Notice to Canadian Residents.......... 116
Legal Matters......................... 117
Experts............................... 117
Where You Can Find More Information... 117
Glossary.............................. 119
Index to Financial Statements......... F-1
</TABLE>
------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS MAY BE USED ONLY WHERE IT IS
LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS PROSPECTUS MAY ONLY BE
ACCURATE ON THE DATE OF THIS PROSPECTUS.
------------------------------------
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL , 1999 (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING),
ALL DEALERS THAT EFFECT TRANSACTIONS IN OUR CLASS A COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS AN
UNDERWRITER AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
------------------------------------
i
<PAGE> 4
PROSPECTUS SUMMARY
This summary may not contain all of the information that may be important
to you. You should read the entire prospectus, including the financial data and
related notes, before making an investment decision. Fairchild International's
fiscal year is comprised of a twelve-month period ending on the Sunday on or
immediately preceding May 31 of each year. The power device business of Samsung
Electronics Co., Ltd. reports on a calendar year basis. On June 28, 1999, FSC
Semiconductor Corporation changed its name to Fairchild Semiconductor
International, Inc. See "Glossary" for a description of other terms.
FAIRCHILD INTERNATIONAL
Fairchild International is the largest independent semiconductor company
focused solely on multi-market products, which are building block components
that can be used in a wide range of applications and are found in virtually all
electronic devices. We design, develop and market analog, discrete and logic
semiconductors, which move, condition or shape electrical signals in electrical
devices, and non-volatile memory semiconductors, which retain data after an
electrical device has been turned off. We supply customers in a diverse range of
end markets, including the computer, industrial, communications, consumer
electronics and automotive industries. We are particularly strong in providing
discrete and analog power management solutions, which address the growing
requirement for portability and long battery life for computing and
communication devices. Our business strategy is designed to maintain our
multi-market product leadership and to focus on value-added solutions for our
customers that leverage our core competencies. Those core competencies include
managing power in electrical devices, converting or conditioning electricity in
electrical devices and converting real world data to digital format through
mixed signal technologies for consumer applications, input-output interfaces and
ultra-small packaging technologies. We believe that we are well positioned for
growth as a result of the new products that we are developing or that we have
recently introduced, our strength in analog and discrete products, which has
recently grown with our acquisition of Samsung Electronic's power device
business, and the increasing semiconductor content of electronic products. We
have wafer fabrication plants in California, Maine, Utah and South Korea, and
assembly facilities in Malaysia and the Philippines. For Fiscal 1998, we
generated pro forma total revenues of $1.3 billion and net income before
cumulative effect of change in accounting principle of $48.7 million.
Worldwide semiconductor market revenues were approximately $125.6 billion
during 1998 according to the reports of Worldwide Semiconductor Trade Statistics
published by the Semiconductor Industry Association. Since 1990, the global
semiconductor market has expanded at a compounded annual growth rate of
approximately 12.0%. We operate primarily in the approximately $55.3 billion
moving and shaping segment of the semiconductor market. We believe that the
markets we operate in provide us with attractive growth opportunities. The
analog and discrete markets are expected to grow over the next three years at
compounded annual growth rates of 13% and 8%, respectively, according to
Worldwide Semiconductor Trade Statistics. Additionally, we focus on one of the
fastest growing segments of the logic industry, low voltage CMOS, which is
expected by Insight/Onsite to grow over the next five years at a compounded
annual growth rate of 11%. We do not compete in the microprocessor,
microcontroller, volatile memory or complex system-on-a-chip markets.
THE ACQUISITION OF THE POWER DEVICE BUSINESS
On April 13, 1999, we purchased the power device business from Samsung
Electronics for approximately $406.8 million, net of purchase price adjustments.
The power device business designs, manufactures and markets power discrete
semiconductors and standard analog integrated circuits
1
<PAGE> 5
serving the personal computer, industrial, telecommunications and consumer
electronics markets. The power device business product portfolio includes a
number of new product designs with industry leading performance characteristics.
The acquisition of the power device business not only enhances our analog and
power discrete product offerings, but also provides us with a greater market
presence in South Korea. The acquisition of the power device business also
provides us with additional revenue opportunities through our relationship with
Samsung Electronics, which requires Samsung Electronics to purchase minimum
quantities of our products and to use us for contract manufacturing at
guaranteed profit levels. Additionally, we expect to generate incremental
revenues by offering the newly acquired power device business products to our
existing customers and by offering our existing products to the power device
business customers who currently do not purchase from us. In connection with the
acquisition of the power device business, we have obtained a full income tax
holiday for a period of seven years in South Korea. In 1998, the power device
business had revenues of $386.5 million.
COMPANY STRENGTHS
We believe our core strengths are the following:
BREADTH OF PRODUCT PORTFOLIO. We provide our customers with one of the
largest product offerings in the industry for analog, discrete, logic and
non-volatile memory devices. Our analog device portfolio comprises over 2,300
products, including offerings in 92 of the top 100 best-selling analog product
types by volume. Our discrete device portfolio comprises over 4,000 products and
we believe it is one of the most comprehensive power device portfolios in the
industry. We develop products for a wide range of market applications, reducing
our dependence on any single product, application or market. In addition, we
believe that our ability to provide our customers with multiple products meets a
growing need for a single source of supply among our end users.
LEADERSHIP IN POWER SOLUTIONS. We believe there is an increasing demand
for a combination of sophisticated computing and communication capabilities,
frequently in the form of portable devices. We are a leader in providing
solutions for managing the power required to operate such devices. Our combined
analog and discrete offering provides a complete solution for power management:
Analog: We provide specific solutions for power conversion, temperature
sensing, management functions, battery chargers and motor controls.
Power Discrete: We provide comprehensive solutions for managing power from
the original power source to end products such as computers, cellular
phones and network devices.
HIGH QUALITY CUSTOMER SERVICE. Our customers recognize us for our high
quality of service. They require a reliable source of supply, often in high
volumes and with short lead times, demand quick responses to technical questions
and seek support in designing new applications which use our products. Because
we are an independent company focused solely on multi-market products, all of
our service and support efforts are tailored to meet these customer needs. As a
result of our efforts, we have received numerous customer and industry awards,
including supplier awards from Compaq Computer Corp., Siemens AG and Acer Inc.
and the European Mid-Size Vendor of the Year award from Dataquest.
HISTORY OF PRODUCT INNOVATION. Our success in introducing new products has
been an important source of our growth and profitability. We have been a
significant innovator in the multi-market segment of the semiconductor industry
with several leading edge technologies and industry firsts, including our
introduction of many new power management solutions over the past three decades
which set new standards for speed and efficiency. Since June 1997, we have
introduced approximately 300 new products.
2
<PAGE> 6
DIVERSE AND BLUE-CHIP CUSTOMER BASE. Our diverse customer base, which
spans a wide spectrum of end user markets, enables us to avoid some of the
volatility that may be encountered in specific semiconductor markets. We serve
more than 50,000 customers worldwide, with no single customer, other than
National Semiconductor and Samsung Electronics, providing more than 5% of our
pro forma Fiscal 1998 total revenue. Customers in our end user markets include
industry leaders such as Compaq, Ericsson, Lucent, Nortel Networks, Samsung
Electronics and Siemens.
EXPERIENCED MANAGEMENT. Our senior management team consists of seven
individuals who have on average approximately 25 years of experience in the
semiconductor industry. Our chief executive officer, Kirk P. Pond, has over 30
years of experience in the industry and has held senior management positions at
Texas Instruments and National Semiconductor. At National Semiconductor, Mr.
Pond was executive vice president and chief operating officer prior to his
current position at Fairchild International.
------------------
Our principal executive offices are located at 333 Western Avenue, Mail
Stop 01-00, South Portland, Maine 04106, and our telephone number is (207)
775-8100.
3
<PAGE> 7
THE OFFERING
Class A Common Stock offered
(1)........................... shares offered by Fairchild
International
Common Stock to be outstanding
after this offering(2)...... shares of Class A Common Stock
shares of Class B Common Stock
-------------------------------------------
Total....................... shares of common stock
-------------------------------------------
-------------------------------------------
Voting Rights................. Holders of Class A Common Stock are entitled to
one vote per share on all matters submitted to
a vote of the stockholders other than in
elections of directors. Our Restated
Certificate of Incorporation will provide for
cumulative voting in elections of directors.
Holders of Class B Common Stock have no voting
rights.
Other Rights.................. Except as to voting and conversion rights, each
class of common stock has the same rights.
Shares of each class of common stock are
convertible on a one-to-one basis into shares
of the other class of common stock at the
option of the holder.
Use of Proceeds............... We intend to use the net proceeds of this
offering to:
- repay amounts under our senior credit
facilities;
- repay all outstanding amounts under our
11.74% Subordinated Note Due 2008 and our
12.5% Subordinated Note Due 2008; and
- pay fees and expenses of this offering.
- -------------------------
(1) Excludes shares of Class A Common Stock that the underwriters may
purchase from National Semiconductor to cover over-allotment of shares.
(2) Excludes shares of Class A Common Stock issuable upon exercise of
outstanding stock options and shares of Class A Common Stock issuable in
connection with the termination of the Employee Stock Purchase Savings Plan.
Includes shares of Class A Common Stock that we will issue in
connection with the conversion of 12% Series A Cumulative Compounding
Preferred Stock for Class A Common Stock. See "Debt Repayment and Preferred
Stock Conversion Transactions."
4
<PAGE> 8
SUMMARY HISTORICAL, PRO FORMA AND SUPPLEMENTAL DATA
In the tables below, we present unaudited pro forma financial data for
informational purposes only. Since the information in the tables is a summary,
you should read the following tables in conjunction with other information
contained under the caption "Unaudited Pro Forma Combined Condensed Financial
Statements and Unaudited Supplemental Data," and with the financial statements
and related notes and the other financial information contained elsewhere in
this prospectus.
We present below summary historical, pro forma as adjusted and supplemental
data of Fairchild International and the power device business. We derived the
historical financial data as of and for the years ended May 26, 1996, May 25,
1997 and May 31, 1998, from Fairchild International's audited consolidated
financial statements and related notes, which are included elsewhere in this
prospectus. We derived the historical financial data as of and for the nine
months ended February 28, 1999 from Fairchild International's unaudited
consolidated financial statements and related notes which are included elsewhere
in this prospectus. We derived the historical financial data as of and for the
years ended May 29, 1994 and May 28, 1995 from Fairchild International's
unaudited consolidated financial statements that we prepared on the same basis
as Fairchild International's audited consolidated financial statements. In our
opinion, the unaudited financial data include all adjustments (consisting of
normal recurring adjustments) that we consider necessary for a fair presentation
of the data.
The Fairchild International unaudited pro forma as adjusted statement of
operations data presented below are based upon unaudited pro forma financial
statements for the nine months ended February 28, 1999 for Fairchild
International after giving effect to the acquisition of the power device
business and the related transactions described below as if they had occurred on
May 26, 1997, this offering and the application of the proceeds of this offering
as described in "Use of Proceeds." The unaudited pro forma as adjusted balance
sheet data presented are based on assumptions that we believe accurately
represent the effect of the transactions described below, this offering and the
application of the proceeds of this offering as described in "Use of Proceeds"
as if they had occurred on February 28, 1999.
We derived the historical financial data of the power device business for
the years ended December 31, 1996, 1997 and 1998 from the power device business'
audited financial statements and related notes, which are included elsewhere in
this prospectus. We derived the historical financial data of the power device
business for the nine months ended December 31, 1998 from the power device
business' unaudited financial statements and related notes, which are not
included in this prospectus. The unaudited pro forma data of the power device
business presented below are based upon unaudited financial statements for the
nine months ended December 31, 1998 for the power device business and are
adjusted to give pro forma effect to the contracts we entered into with Samsung
Electronics in connection with the acquisition of the power device business, and
to eliminate certain liabilities that we did not assume, the historical expenses
related to those liabilities, and the related income tax effect of all pro forma
adjustments. The financial statements of the power device business for the three
years ended December 31, 1998 have been translated from South Korean Won into
U.S. Dollars, and are presented in accordance with U.S. GAAP as described in
"Selected Historical Financial Data of the Power Device Business."
FINANCING TRANSACTIONS FOR THE ACQUISITION
In order to finance the acquisition of the power device business, we
completed the following financings. We used the gross proceeds from these
financings to pay the purchase price of the
5
<PAGE> 9
acquisition, to repay our existing senior credit facilities, to pay related fees
and expenses and to fund our working capital needs.
- We entered into the senior credit facilities, which provided us up to
$410.0 million in financing, consisting of a $100.0 million revolving
credit facility and $310.0 million of senior term facilities.
- Citicorp Mezzanine Partners, L.P. contributed $50.0 million in cash to us
in exchange for a pay-in-kind promissory note (which means that all
interest due and not paid in cash is added to the then outstanding
principal amount of the note) (the "12.5% Subordinated Note Due 2008"),
and a warrant to purchase 3,538,228 shares of our common stock. The
warrant is currently not exercisable and, assuming prepayment in full of
the note in connection with this offering, the warrant will never become
exercisable.
- Fairchild Semiconductor Corporation issued the $300.0 million 10 3/8%
Senior Subordinated Notes Due 2007.
6
<PAGE> 10
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FEBRUARY 28, 1999
FISCAL YEAR ENDED MAY ------------------------
---------------------------------------------- PRO FORMA
1994 1995 1996 1997 1998 HISTORICAL AS ADJUSTED
------ ------- ------- ------- ------- ---------- -----------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:(1)
Revenue:
Analog............................ $ -- $ -- $ -- $ -- $ 32.0 $ 49.7 $172.1
Discrete.......................... 80.0 116.4 175.0 164.5 187.3 131.6 317.7
Logic............................. 393.8 327.7 339.5 285.3 303.0 194.2 194.2
Memory............................ 185.1 185.5 174.2 138.0 113.5 58.6 58.6
Contract manufacturing services... 57.7 50.7 87.6 104.2 153.4 54.5 78.7
------ ------- ------- ------- ------- ------- ------
Total revenue....................... $716.6 $ 680.3 $ 776.3 $692.0 $ 789.2 $ 488.6 $821.3
====== ======= ======= ======= ======= ======= ======
Gross profit........................ $248.3 $ 203.8 $ 216.8 $152.5 $ 230.5 $ 107.0 $218.8
Research and development............ 27.4 31.0 30.3 18.9 35.7 27.9 39.4
Selling, general and
administrative.................... 97.3 100.3 114.4 96.4 92.0 68.5 119.5
Litigation settlement expense(2).... -- -- -- -- -- -- 58.0
Restructuring and other
non-recurring charges(3).......... -- -- -- 5.3 15.5 7.2 7.2
------ ------- ------- ------- ------- ------- ------
Operating income (loss)........... 123.6 72.5 72.1 31.9 87.3 3.4 (5.3)
Interest, net....................... -- -- -- 11.2 54.5 44.7 57.2
Other expense (income), net......... (1.9) (1.8) (0.2) 1.4 -- -- (0.3)
Provision (benefit) for income
taxes............................. -- -- -- 3.8 10.7 (4.1) (7.6)
------ ------- ------- ------- ------- ------- ------
Income (loss) before cumulative
effect of change in accounting
principle(4).................... $125.5 $ 74.3 $ 72.3 $ 15.5 $ 22.1 $ (37.2) $(54.6)
====== ======= ======= ======= ======= ======= ======
Net income (loss) applicable to
common stockholders before
cumulative effect of change in
accounting principle.................................................. $ 13.4 $ (44.4) $(54.6)
======= ======= ======
EARNINGS PER COMMON SHARE(5):
Basic................................................................... $ 0.21 $ (0.71)
Diluted................................................................. $ 0.20 $ (0.71)
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (IN MILLIONS):
Basic................................................................... 62.8 62.9
Diluted................................................................. 65.0 62.9
OTHER FINANCIAL DATA:
Amortization of intangibles(6)...... $ -- $ -- $ -- $ -- $ 1.4 $ 2.6 $ 22.3
Depreciation and other
amortization...................... 38.7 44.7 64.2 77.1 83.2 69.5 90.0
Capital expenditures................ 88.2 112.9 153.9 47.1 78.0 31.5 37.8
SUPPLEMENTAL DATA:
Adjusted EBITDA(7).................. $162.3 $ 117.2 $ 136.3 $128.4 $ 187.4 $ 82.7 $172.2
Cash flows provided from (used in):
Operating activities.............. 94.3 118.1 162.5 19.1 136.1 20.0
Investing activities.............. (94.3) (118.1) (162.5) (54.3) (200.5) (33.4)
Financing activities.............. -- -- -- 75.9 30.2 12.3
</TABLE>
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<TABLE>
<CAPTION>
AS OF FEBRUARY 28, 1999
-------------------------
PRO FORMA
HISTORICAL AS ADJUSTED
---------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
BALANCE SHEET DATA (AT PERIOD END):
Cash and cash equivalents................................... $ 5.4 $ 64.6
Accounts receivable, net.................................... 101.5 128.1
Inventories................................................. 105.6 145.0
Total assets................................................ 623.5 1,102.0
Long-term debt, including current portion................... 560.0 730.4
Total stockholders' equity (deficit)........................ (161.0) 204.9(8)(9)
</TABLE>
POWER DEVICE BUSINESS
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31, 1998
-------------------------- --------------------------
1996 1997 1998 HISTORICAL PRO FORMA(10)
------ ------ ------ ---------- -------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue......................................... $471.8 $478.1 $386.5 $294.9 $332.7
Gross profit.................................... $ 56.5 $131.0 $137.3 $ 92.1 $114.8
Research and development........................ 18.6 19.2 15.2 11.5 11.5
Selling, general and administrative............. 29.0 34.3 33.8 27.9 31.3
Litigation settlement expense(2)................ -- -- 58.0 58.0 58.0
------ ------ ------ ------ ------
Operating income (loss)......................... $ 8.9 $ 77.5 $ 30.3 $ (5.3) $ 14.0
====== ====== ====== ====== ======
OTHER FINANCIAL DATA:
Adjusted EBITDA(7).............................. $ 57.9 $116.3 $110.6 $ 70.2 $ 89.5
Cash flows provided from (used in):
Operating activities........................ 39.4 74.3 128.1
Investing activities........................ (88.5) (0.1) (5.7)
Financing activities........................ 28.0 (157.1) (106.8)
Capital expenditures............................ 118.1 10.9 8.6 6.3 6.3
</TABLE>
- -------------------------
(1) For the fiscal years ended May 1997 and prior, statement of operations data
includes the direct and allocated expense of the Fairchild Semiconductor
business of National Semiconductor. Such amounts may not be comparable to
data for Fiscal 1998 and the historical and pro forma nine months ended
February 28, 1999.
(2) Represents a one-time charge for settlement by Samsung Electronics of a
patent infringement lawsuit attributable to the power device business. The
associated liability is being retained by Samsung Electronics.
(3) In Fiscal 1997, restructuring and other non-recurring charges consisted of
severance and other costs related to lay-offs that occurred in the first
quarter of Fiscal 1997. In Fiscal 1998, such charges consisted of
in-process research and development associated with the acquisition of
Raytheon. For the historical and pro forma nine months ended February 28,
1999, such charges consisted of $7.2 million related to severance and other
costs that occurred in the first and third quarters of Fiscal 1999.
(4) Excludes a charge for the cumulative effect of change in accounting
principle of $1.5 million, net of a related tax benefit of $0.8 million, in
Fiscal 1998.
(5) Earnings per common share is calculated using net income (loss) applicable
to common stockholders and excludes the effect of a $1.5 million cumulative
effect of change in accounting principle in Fiscal 1998, which amount would
reduce both basic and diluted earnings per common share by $0.02.
(6) Amortization of intangibles primarily represents the amortization of
indentifiable acquisition-related intangible assets.
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<PAGE> 12
(7) Adjusted EBITDA is defined as operating income before other (income)
expense, interest expense, taxes, depreciation, amortization and, in the
case of Fairchild International, (a) restructuring and other non-recurring
charges and (b) $14.1 million of one-time retention bonuses in 1997
associated with the recapitalization of National Semiconductor and, a
one-time charge of $58.0 million for litigation settlement expense
associated with the power device business. Adjusted EBITDA is presented
because we believe that EBITDA it is a widely accepted financial indicator
of an entity's ability to incur and service debt. Adjusted EBITDA should
not be considered by an investor as an alternative to net income or income
from operations, as an indicator of our operating performance or other
combined operations or cash flow data prepared in accordance with generally
accepted accounting principles, or as an alternative to cash flows as a
measure of liquidity. Our computation of Adjusted EBITDA may differ from
similarly titled computations of other companies.
(8) The excess of the aggregate purchase price over the historical net book
value of the power device business' assets acquired and liabilities assumed
as of December 31, 1998 has been allocated to inventory, property, plant
and equipment, and various intangible assets for illustrative purposes in
the pro forma financial statements only. Actual allocations will be based
on fair values as of the acquisition date (April 13, 1999). Included in the
allocation to intangible assets is an estimated allocation to in-process
research and development of $31.2 million, which amount was immediately
expensed on consummation of the acquisition of the power device business.
This expense has been deducted from stockholders' equity in the pro forma
balance sheet data as of February 28, 1999.
(9) Pro forma stockholders' equity as adjusted for the offering will be reduced
by $7.6 million for a one-time write-off, net of tax benefit, of a
receivable from the management investors to pay their federal and state
individual income tax liabilities resulting from the lapse of risks of
forfeiture with respect to their stock ownership. Such receivables will be
cancelled as a result of a public offering of our common stock.
Additionally, we will expense amounts to discharge their individual tax
liabilities associated with the cancellation. Pro forma stockholders' equity
as adjusted for the offering has also been reduced by $5.0 million for the
one-time write-off, net of tax benefit, of unamortized debt issuance costs
associated with the debt being repaid. The expenses will reduce
stockholders' equity, but will not have any effect on Adjusted EBITDA.
(10) Pro forma data for the nine months ended December 31, 1998 has been
presented to be consistent with the pro forma nine months ended February
28, 1999 data presented for Fairchild International.
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RISK FACTORS
You should carefully consider the following factors and other information
in this prospectus before deciding to invest in shares of our Class A Common
Stock.
FOLLOWING THIS OFFERING, WE WILL HAVE $730.4 MILLION OF TOTAL INDEBTEDNESS AND A
DEBT TO EQUITY RATIO OF 3.6 TO 1.0, WHICH COULD ADVERSELY AFFECT OUR FINANCIAL
HEALTH AND LIMIT OUR ABILITY TO GROW AND COMPETE.
On a pro forma basis after giving effect to the acquisition of the power
device business, the financings in connection with the acquisition, the
application of the proceeds of such financings, this offering and the
application of the proceeds of this offering as described in "Use of Proceeds,"
as of February 28, 1999, we would have had total indebtedness of $730.4 million,
stockholders' equity of $204.9 million and a ratio of debt to equity of 3.6 to
1.0. In addition, we and our subsidiaries may be able to incur substantial
additional indebtedness in the future, which would increase our leverage.
Our substantial indebtedness:
- requires us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures, research and development efforts and other general
corporate purposes;
- increases our vulnerability to general adverse economic and industry
conditions;
- limits our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;
- restricts us from making strategic acquisitions, introducing new
technologies or exploiting business opportunities; and
- places us at a competitive disadvantage compared to our competitors that
have less debt.
See "Capitalization," "Unaudited Pro Forma Combined Condensed Financial
Statements and Unaudited Supplemental Data" and "Description of Certain
Indebtedness."
WE MAY NOT BE ABLE TO GENERATE THE NECESSARY AMOUNT OF CASH TO SERVICE OUR
EXISTING DEBT, WHICH MAY REQUIRE US TO REFINANCE OUR DEBT OR DEFAULT ON OUR
SCHEDULED DEBT PAYMENTS.
On a pro forma basis after giving effect to the acquisition of the power
device business, the financings in connection with the acquisition, the
application of the proceeds of such financings, this offering and the
application of the proceeds of this offering as described in "Use of Proceeds,"
interest expense for Fiscal 1998 and for the nine months ended February 28, 1999
would have been $77.9 million and $57.2 million, respectively. On a pro forma
basis after giving effect to the acquisition of the power device business, the
financings in connection with the acquisition, the application of the proceeds
of such financings, this offering and the application of the proceeds of this
offering as described in "Use of Proceeds," our ratio of earnings to fixed
charges would have been 1.7x for Fiscal 1998, and for the nine months ended
February 28, 1999, our fixed charges would have exceeded our earnings by $62.2
million. On a historical basis, our ratio of earnings to fixed charges would
have been 1.6x for Fiscal 1998, while our fixed charges would have exceeded our
earnings by $41.3 million for the nine months ended February 28, 1999. Our
historical financial results have been, and we expect our future financial
results will be, subject to substantial fluctuations.
We cannot assure you that our business will generate sufficient cash flow
from operations, that currently anticipated cost savings and operating
improvements will be realized on schedule or that future borrowings will be
available to us under the senior credit facilities in an amount sufficient to
enable us to pay our indebtedness or to fund our other liquidity needs. In
addition, because some of
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our borrowings have variable interest rates, the cost of those borrowings will
increase if market interest rates increase. If we are unable to service our
indebtedness, we may need to refinance all or a portion of our indebtedness on
or before maturity. We cannot assure you that we would be able to refinance any
of our indebtedness on commercially reasonable terms or at all, which could
cause us to default on our obligations and impair our liquidity.
See "-- Cyclical Industry," "Management's Discussion and Analysis of
Financial Condition and Results of Operations of Fairchild International" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Power Device Business."
OUR DEBT INSTRUMENTS RESTRICT OR PROHIBIT OUR ABILITY TO ENGAGE IN OR ENTER INTO
CERTAIN BUSINESS, OPERATING AND FINANCING ARRANGEMENTS, WHICH COULD ADVERSELY
AFFECT OUR ABILITY TO TAKE ADVANTAGE OF POTENTIALLY PROFITABLE BUSINESS
OPPORTUNITIES.
The operating and financial restrictions and covenants in our debt
instruments may limit our ability to finance our future operations or capital
needs or engage in other business activities that may be in our interest. Our
debt instruments impose significant operating and financial restrictions on us,
affecting our ability to incur additional indebtedness or create liens on our
assets, pay dividends, sell assets, engage in mergers or acquisitions, make
investments or engage in other business activities, which could place us at a
disadvantage relative to competitors not subject to such limitations. Failure to
comply with any such restrictions could result in a default under the terms of
our debt instruments. In the event of any such default, our debtholders could
demand payment of all borrowings outstanding, including accrued interest and
other fees. In addition, if we were unable to repay any borrowings under our
senior credit facilities when due, the lenders could proceed against their
collateral, which consists of substantially all of the assets of our company,
Fairchild Semiconductor Corporation and its subsidiary guarantors. If the
indebtedness under our debt instruments were to be accelerated, the value of our
common stock would likely decrease significantly.
See "Description of Certain Indebtedness."
AS A HOLDING COMPANY, WE ARE TOTALLY DEPENDENT ON DIVIDENDS FROM OUR OPERATING
SUBSIDIARIES TO MEET OUR DEBT OBLIGATIONS OR, SHOULD WE SO CHOOSE, PAY
DIVIDENDS.
We expect our subsidiaries to retain substantially all of their earnings to
meet their own obligations. As a result, and because certain of our subsidiaries
are prohibited by terms in their debt instruments from making payments to us, we
may have difficulty meeting our obligations, and it is therefore unlikely that
we will be able to make dividend payments in the near future. We are a holding
company with no business operations, and our only significant asset is the
outstanding capital stock of our subsidiaries. As we intend to use substantially
all the net proceeds from this offering to repay indebtedness, we will rely on
payments from our subsidiaries to meet our future obligations. Absent such
payments, we will not be able to pay cash dividends on our Class A Common Stock.
We currently expect that the earnings and cash flow of our subsidiaries will be
retained and used by them in their operations, including by Fairchild
Semiconductor Corporation to service its debt obligations. Even if we determined
to pay a dividend on or make a distribution in respect of our Class A Common
Stock, we cannot assure you that our subsidiaries will generate sufficient cash
flow to pay a dividend or distribute funds to us or that applicable state law
and contractual restrictions, including restrictions in Fairchild Semiconductor
Corporation's debt instruments, will permit such dividends or distributions. See
"-- Substantial Leverage," "-- Restrictions and Covenants in Our Debt
Instruments" and "Description of Certain Indebtedness."
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DOWNTURNS IN THE HIGHLY CYCLICAL SEMICONDUCTOR INDUSTRY OR CHANGES IN END USER
MARKET DEMANDS COULD REDUCE THE VALUE OF OUR BUSINESS.
The semiconductor industry is highly cyclical and the value of our business
may decline during the "down" portion of these cycles. During the latter half of
Fiscal 1998 and the beginning of Fiscal 1999, we, as well as many others in our
industry, experienced significant declines in the pricing of our products as
customers reduced demand forecasts and manufacturers reduced prices to keep
capacity utilization high. We believe these trends were due primarily to the
Asian financial crisis and excess personal computer inventories. We cannot
assure you that the market for semiconductors will improve or that our markets
will not experience additional, possibly more severe and prolonged, downturns in
the future. In addition, we may experience significant changes in our
profitability as a result of variations in sales, changes in product mix, price
competition for orders and the costs associated with the introduction of new
products. The markets for our products depend on continued demand for personal
computer, industrial, telecommunications, consumer electronics and automotive
goods, and these end user markets may experience changes in demand that will
adversely affect our prospects.
NEW TECHNOLOGIES COULD RESULT IN THE DEVELOPMENT OF NEW PRODUCTS AND A DECREASE
IN DEMAND FOR OUR PRODUCTS, AND WE MAY NOT BE ABLE TO DEVELOP NEW PRODUCTS TO
SATISFY CHANGES IN CONSUMER DEMANDS.
Our failure to develop new technologies, or react to changes in existing
technologies, could materially delay our development of new products, which
could result in decreased revenues and a loss of market share to our
competitors. Rapidly changing technologies and industry standards, along with
frequent new product introductions, characterize the semiconductor industry. Our
financial performance depends on our ability to design, develop, manufacture,
assemble, test, market and support new products and enhancements on a timely and
cost-effective basis. We cannot assure you that we will successfully identify
new product opportunities and develop and bring new products to market in a
timely and cost-effective manner, or that products or technologies developed by
others will not render our products or technologies obsolete or noncompetitive.
A fundamental shift in technologies in our product markets could have a material
adverse effect on our competitive position within the industry.
THE SEMICONDUCTOR BUSINESS IS VERY COMPETITIVE AND INCREASED COMPETITION COULD
REDUCE THE VALUE OF AN INVESTMENT IN OUR COMPANY.
The semiconductor industry, and the multi-market semiconductor product
markets in particular, is highly competitive. Competition is based on price,
product performance, quality, reliability and customer service. In addition,
even in strong markets, price pressures may emerge as competitors attempt to
gain a greater market share by lowering prices. Competition in the various
markets in which we participate comes from companies of various sizes, many of
which are larger and have greater financial and other resources than we have and
thus can better withstand adverse economic or market conditions. In addition,
companies not currently in direct competition with us may introduce competing
products in the future.
BECAUSE THE POWER DEVICE BUSINESS PREVIOUSLY OPERATED AS A DIVISION OF SAMSUNG
ELECTRONICS, THE COSTS OF OPERATING THIS BUSINESS AS AN INDEPENDENT ENTITY MAY
BE SIGNIFICANTLY GREATER THAN INITIALLY ESTIMATED.
The operation of the power device business as an independent entity may
result in our incurring operating costs and expenses significantly greater than
we anticipated prior to the acquisition of the power device business. Prior to
our purchase of it, the power device business was operated as a division of
Samsung Electronics. During 1998, the power device business incurred costs for
research and development, sales and marketing and general and administrative
activities. These costs represent expenses incurred directly by the power device
business and charges allocated to it by Samsung
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Electronics. The power device business now obtains many of these services on an
arm's length basis. However, to provide certain of these services for a
transition period after the acquisition of the power device business, we entered
into a Transitional Services Agreement with Samsung Electronics under which the
power device business continues to obtain a number of these services. We cannot
assure you that upon termination of the Transitional Services Agreement, we will
be able to obtain similar services on comparable terms.
The power device business has historically provided manufacturing services
to Samsung Electronics at cost. The power device business will provide contract
manufacturing services to Samsung Electronics for a period of three years under
various agreements at rates designed to generate levels of profitability
totaling W53,700 million over three years. The pro forma data contained in this
prospectus are based on our estimates as to expenses on a stand-alone basis,
including the effect of the Transitional Services Agreement with Samsung
Electronics, and contract manufacturing revenue under the manufacturing
agreements with Samsung Electronics. We cannot assure you that such estimates
are accurate or will reflect the actual expenses or revenues of the power device
business.
See "The Acquisition" and "-- Dependence on Samsung Electronics."
WE ENTERED INTO A NUMBER OF LONG-TERM SUPPLY AND SUPPORT CONTRACTS WITH SAMSUNG
ELECTRONICS IN CONNECTION WITH THE ACQUISITION OF THE POWER DEVICE BUSINESS, AND
ANY DECREASE IN THE PURCHASE REQUIREMENTS OF SAMSUNG ELECTRONICS OR INABILITY OF
SAMSUNG ELECTRONICS TO MEET ITS CONTRACTUAL OBLIGATIONS COULD SUBSTANTIALLY
REDUCE THE FINANCIAL PERFORMANCE OF OUR KOREAN SUBSIDIARY.
As a result of the acquisition of the power device business, we have
numerous arrangements with Samsung Electronics including arrangements relating
to product sales, designation as a vendor to affiliated Samsung companies and
other services. Any material adverse change in the purchase requirements of
Samsung Electronics, in its ability to supply the agreed-upon services or in its
ability to fulfill its other obligations could have a material adverse effect on
our Korean subsidiary. Although historically the power device business generated
significant revenues from the sale of products to affiliated Samsung companies,
we cannot assure you that we will be able to sell any products to affiliated
Samsung companies or that the designation of the power device business as a
vendor to those affiliated Samsung companies will generate any revenues for our
company. Furthermore, under the Korean Fair Trade Law, the Fair Trade Commission
may issue an order requiring change of terms and conditions of the agreements
between us and Samsung Electronics if it concludes that Samsung Electronics has
provided us with undue support or discriminated against our competitors.
See "The Acquisition."
OUR POWER DEVICE BUSINESS SUBJECTS OUR COMPANY TO RISKS INHERENT IN DOING
BUSINESS IN KOREA.
As a result of the acquisition of the power device business, we have
operations in South Korea and are subject to risks associated with doing
business in that country.
- In addition to other risks disclosed relating to international
operations, some businesses in South Korea are presently subject to labor
unrest. Also, relations between South Korea and North Korea have been
tense over most of South Korea's history. Recent events involving, among
other things, North Korea's refusal to comply with the Nuclear
Non-Proliferation Treaty and several naval confrontations, have caused
the level of tension between the two countries to increase. No assurance
can be given as to whether or when this situation will be resolved or
change abruptly as a result of current or future events. An adverse
change in economic or political conditions in South Korea or in its
relations with North Korea could have a material adverse effect on our
Korean subsidiary.
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- The power device business' sales are denominated primarily in U.S.
Dollars while a significant portion of its costs of goods sold and its
operating expenses are denominated in Won. Although we have taken steps
to fix the costs subject to currency fluctuations and to balance U.S.
Dollar vs. Won costs, a significant decrease in the value of the U.S.
Dollar relative to the Won could have a material adverse effect on our
financial performance and results of operations.
A CHANGE IN CERTAIN FOREIGN TAX LAWS OR A DIFFERENCE IN THE CONSTRUCTION OF
CERTAIN CURRENT FOREIGN TAX LAWS BY RELEVANT FOREIGN AUTHORITIES COULD RESULT IN
OUR NOT RECOGNIZING THE BENEFITS WE ANTICIPATED IN CONNECTION WITH THE
TRANSACTION STRUCTURE USED TO CONSUMMATE THE ACQUISITION OF THE POWER DEVICE
BUSINESS.
The transaction structure we utilized for the acquisition of the power
device business is based on assumptions about the various tax laws, including
withholding tax, and other relevant laws of foreign jurisdictions. If our
assumptions are incorrect, or if foreign taxing jurisdictions were to change or
modify the relevant laws, we could suffer adverse tax and other financial
consequences or lose the benefits anticipated from our transaction structure.
For a discussion of the transaction structure, see "The Acquisition -- General"
and "Description of Certain Indebtedness -- Senior Credit Facilities."
OUR INTERNATIONAL OPERATIONS SUBJECT US TO RISKS NOT FACED BY DOMESTIC
COMPETITORS.
We cannot assure you that we will be successful in overcoming the risks
related to or arising from operating in international markets. We maintain
significant operations in Cebu, the Philippines, Penang, Malaysia, and, through
the power device business, in South Korea. The following are risks inherent in
doing business on an international level:
- changes in import duties;
- trade restrictions;
- transportation delays;
- work stoppages;
- economic and political instability;
- foreign currency fluctuations; and
- the laws, including tax laws, and policies of the United States and of
the countries in which we manufacture our products.
PRODUCTION TIME AND THE OVERALL COST OF OUR PRODUCTS COULD INCREASE IF WE WERE
TO LOSE ONE OF OUR PRIMARY SUPPLIERS OR IF A PRIMARY SUPPLIER INCREASED THE
PRICES OF RAW MATERIALS.
Our manufacturing operations depend upon obtaining adequate supplies of raw
materials on a timely basis, and our results of operations could be adversely
affected if we were unable to obtain adequate supplies of raw materials in a
timely manner or if the costs of raw materials increased significantly. We
purchase raw materials such as silicon wafers, lead frames, mold compound,
ceramic packages and chemicals and gases from a limited number of suppliers on a
just-in-time basis. From time to time, suppliers may extend lead times, limit
supplies or increase prices due to capacity constraints or other factors. In
addition, we subcontract a minority of our wafer fabrication and assembly and
test operations to other manufacturers, including Torex, NS Electronics Ltd.,
Samsung Electronics and National Semiconductor. Our operations and ability to
satisfy customer obligations could be adversely affected if our relationships
with these subcontractors were disrupted or terminated.
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DELAYS IN BEGINNING PRODUCTION AT NEW FACILITIES, IMPLEMENTING NEW PRODUCTION
TECHNIQUES, OR IN CURING PROBLEMS ASSOCIATED WITH TECHNICAL EQUIPMENT
MALFUNCTIONS ALL COULD ADVERSELY AFFECT OUR MANUFACTURING EFFICIENCIES.
Our manufacturing efficiency will be an important factor in our future
profitability, and we cannot assure you that we will be able to maintain our
manufacturing efficiency or increase manufacturing efficiency to the same extent
as our competitors. Our manufacturing processes are highly complex, require
advanced and costly equipment and are continuously being modified in an effort
to improve yields and product performance. Impurities or other difficulties in
the manufacturing process can lower yields.
In addition, as is common in the semiconductor industry, we have from time
to time experienced difficulty in beginning production at new facilities or in
effecting transitions to new manufacturing processes. As a consequence, we have
suffered delays in product deliveries or reduced yields. We may experience
manufacturing problems in achieving acceptable yields or experience product
delivery delays in the future as a result of, among other things, capacity
constraints, construction delays, upgrading or expanding existing facilities or
changing our process technologies, any of which could result in a loss of future
revenues. Our operating results could also be adversely affected by the increase
in fixed costs and operating expenses related to increases in production
capacity if revenues do not increase proportionately.
THE FAILURE OF NATIONAL SEMICONDUCTOR TO MAINTAIN ITS PURCHASE REQUIREMENTS OR
MEET ITS CONTRACTUAL OBLIGATIONS COULD ADVERSELY AFFECT OUR CAPACITY UTILIZATION
AND PROFITABILITY.
We have several arrangements with National Semiconductor relating to the
provision of our services and the sale of our products. Any material adverse
change in the arrangements, such as National Semiconductor's ability to provide
the agreed-upon services, its ability to fulfill its intellectual property
indemnity obligations or its ability to fulfill its other obligations, could
have a material adverse effect on us. In addition, any material adverse change
in the purchase requirements of National Semiconductor under the foundry
services agreement, or failure to continue making purchases after expiration of
the agreement on June 11, 2000, could adversely affect our factory utilization
and profitability.
National Semiconductor is currently required to purchase a certain amount
of our products pursuant to a foundry sales agreement which expires in June,
2000. However, in the fourth quarter of Fiscal 1998, National Semiconductor
informed us that its demand would be significantly lower in Fiscal 1999 than in
Fiscal 1998. This has resulted in significantly lower contract manufacturing
revenues in the first nine months of Fiscal 1999 as compared to the first nine
months of Fiscal 1998 and will result in substantially lower contract
manufacturing revenues throughout Fiscal 1999 as compared to Fiscal 1998. Such
reduced demand has and will continue to negatively impact our factory
utilization and profitability.
BECAUSE A LIMITED NUMBER OF PERSONS, INCLUDING MEMBERS OF OUR MANAGEMENT TEAM,
OWN A MAJORITY OF OUR SHARES AND THEREFORE CONTROL OUR COMPANY, CERTAIN
DECISIONS MAY BE MADE BY THEM THAT MAY BE DETRIMENTAL TO YOUR INTERESTS.
Upon completion of this offering, Sterling Holding Company, LLC and some of
the key employees of our company will own shares, or approximately
%, of the outstanding Class A Common Stock, our only class of voting
stock, and shares of Class B Common Stock which are convertible into
shares of Class A Common Stock on a one-to-one basis. By virtue of such stock
ownership, such persons have the power to direct our affairs and are able to
determine the outcome of matters required to be submitted to stockholders for
approval, including the election
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of a majority of our directors and amendment of our Certificate of
Incorporation. We cannot assure you that such persons will not exercise their
control over us in a manner detrimental to your interests.
See "Principal Stockholders."
BECAUSE MUCH OF OUR SUCCESS AND VALUE LIES IN OUR OWNERSHIP AND USE OF
INTELLECTUAL PROPERTY, OUR FAILURE TO PROTECT OUR PROPERTY AND DEVELOP VALUABLE
NEW TECHNOLOGIES MAY NEGATIVELY AFFECT OUR FINANCIAL RESULTS.
Failure to protect our existing intellectual property or to develop new
technologies may result in our inability to increase sales and our losing some
of our market share to our competitors. Our future success and competitive
position depend in part upon our ability to obtain and maintain certain
proprietary technologies used in our principal products. We rely on patent,
trade secret, trademark and copyright law to protect such technologies. Some of
our technologies are not covered by any patent or patent application, and we
cannot assure you that:
- any of the more than 250 U.S. patents owned by us or numerous other
patents which third parties license to us will not be invalidated,
circumvented, challenged or licensed to others; or
- any of our pending or future patent applications will be issued within
the scope of the claims sought by us, if at all.
In addition, effective patent, trademark, copyright and trade secret
protection may be unavailable, limited or not applied for in certain foreign
countries.
The future success of many of our competitors is also based on their
ability to protect and develop intellectual property. Our competitors may
develop technologies that are similar or superior to our technologies, duplicate
our technologies or design around our patents. We also seek to protect our
proprietary technologies, including technologies that may not be patented or
patentable, in part by confidentiality agreements and, if applicable, inventors'
rights agreements with our collaborators, advisors, employees and consultants.
We cannot assure you that these agreements will not be breached, that we will
have adequate remedies for any breach or that such persons or institutions will
not assert rights to intellectual property arising out of such research. Certain
of our technologies have been licensed on a non-exclusive basis from National
Semiconductor which may, after a five-year period, license such technologies to
others, including our competitors. In addition, under a technology licensing and
transfer agreement, National Semiconductor has limited royalty-free, worldwide
license rights (without right to sublicense) to some of our technologies. If
necessary or desirable, we may seek licenses under patents or intellectual
property rights claimed by others. However, we cannot assure you that we will
obtain such licenses or that the terms of any offered licenses will be
acceptable to us. The failure to obtain a license from a third party for
technologies we use could cause us to incur substantial liabilities and to
suspend the manufacture or shipment of products or our use of processes
requiring the technologies.
While we are not currently engaged in any material intellectual property
litigation, we could become subject to lawsuits in which it is alleged that we
have infringed upon the intellectual property rights of others. Our involvement
in intellectual property litigation could result in significant expense to us,
adversely affecting sales of the challenged product or technologies and
diverting the efforts of our technical and management personnel, whether or not
such litigation is resolved in our favor. In the event of an adverse outcome as
a defendant in any such litigation, we may be required to:
- pay substantial damages;
- cease the manufacture, use, sale or importation of infringing products;
- expend significant resources to develop or acquire non-infringing
technologies;
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- discontinue the use of certain processes; or
- obtain licenses to the infringing technologies.
We cannot assure you that we would be successful in such development or
acquisition or that such licenses would be available under reasonable terms. Any
such development, acquisition or license could require the expenditure of
substantial time and other resources.
WE MAY NOT BE ABLE TO CONSUMMATE FUTURE ACQUISITIONS, AND CERTAIN CONSEQUENCES
OF THOSE ACQUISITIONS WHICH WE DO COMPLETE MAY ADVERSELY AFFECT US.
We plan to continue to pursue additional acquisitions of related
businesses. The expense incurred in consummating the future acquisition of
related businesses, or our failure or inability to integrate such businesses
successfully into our existing business, could result in our incurring
unanticipated expenses and losses. We plan to continue to pursue additional
acquisitions of related businesses in the future. We cannot assure you, however,
that we will be able to identify or finance additional acquisitions or that, if
consummated, we will realize any anticipated benefits from such acquisitions.
The success of some of our competitors has also been due in part to their
ability to identify, acquire and successfully integrate related businesses. Some
of these competitors are larger, have greater cash reserves, or the ability to
incur more debt to finance the acquisition of such businesses. As the number of
attractive acquisition targets is limited, we cannot assure you that we could
successfully outbid these competitors for these businesses.
Should we successfully acquire another business, the process of integrating
acquired operations into our existing operations may result in unforeseen
operating difficulties and may require significant financial resources that
would otherwise be available for the ongoing development or expansion of our
existing operations. In addition, although Samsung Electronics assists us in
integrating the operations of the power device business into our operations
pursuant to the Transitional Services Agreement, we may encounter unforeseen
obstacles or costs in such integration. Possible future acquisitions could
result in the incurrence of additional debt, contingent liabilities and
amortization expenses related to goodwill and other intangible assets, all of
which could have a material adverse effect on our financial condition and
operating results.
MILLION, OR % OF OUR TOTAL OUTSTANDING SHARES ARE RESTRICTED FROM
IMMEDIATE RESALE BUT MAY BE SOLD INTO THE MARKET IN THE NEAR FUTURE; FUTURE
SALES OF THOSE SHARES COULD DEPRESS THE MARKET PRICE OF THE CLASS A COMMON
STOCK.
Immediately after this offering, the public market for the Class A Common
Stock will include only the shares that we are selling in this
offering, assuming the over-allotment option is not exercised. At that time,
there will be an additional shares of Class A Common Stock
outstanding, including the shares of Class A Common Stock issued in connection
with the 12% Series A Cumulative Compounding Preferred Stock conversion, and
shares of Class B Common Stock outstanding, which are convertible on a
one-to-one basis into Class A Common Stock. Certain shares held by our existing
stockholders are subject to "lock-up" agreements that prohibit existing
stockholders from selling their shares of Class A Common Stock in the public
market for 180 days after the date of this prospectus. When the 180-day
"lock-up" period expires, or if Credit Suisse First Boston consents, in its sole
discretion, to an earlier sale, our existing stockholders will be able to sell
their shares in the public market, subject to certain legal restrictions. If our
existing stockholders sell a large number of shares, the market price of shares
of Class A Common Stock could decline, as such sales may be viewed by the public
as an indication of an upcoming or recently occurring shortfall in the financial
performance of our company. Moreover, the perception in the public market that
these stockholders might sell shares of Class A Common Stock could depress the
market price of the Class A Common Stock. Furthermore, our existing
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stockholders have the right to require us to register their shares, which may
facilitate their sale of shares in the public market.
INVESTORS WILL PAY A PRICE FOR SHARES OF CLASS A COMMON STOCK THAT WAS NOT
ESTABLISHED IN A COMPETITIVE MARKET AND THE PRICE THAT PREVAILS IN THE MARKET
MAY BE LOWER.
Prior to this offering, there has been no public market for the Class A
Common Stock. We have applied to list the Class A Common Stock for trading on
The New York Stock Exchange. After this offering, an active trading market might
not develop or continue. If you purchase shares of Class A Common Stock in this
offering, you will pay a price that was not established in a competitive market.
Rather, you will pay a price that we negotiated with our underwriters and
National Semiconductor, which is substantially greater than the price paid by
our existing stockholders. The price of the Class A Common Stock that will
prevail in the market after this offering may be higher or lower than the price
you pay. For a description of the factors we will consider in negotiating the
public offering price, see "Underwriting."
THE VALUE OF YOUR INVESTMENT IN OUR CLASS A COMMON STOCK WILL BE DILUTED.
If you purchase Class A Common Stock in this offering, you will pay more
for your shares than the amount paid by existing stockholders or individuals or
companies which acquired shares by exercising options granted before this
offering. As a result, the value of your investment based on the value of our
net tangible assets, as recorded on our books, will be less than the amount you
pay for shares of Class A Common Stock in this offering. In addition, the total
amount of our capital will be less than what it would have been had you and all
of the existing stockholders and optionees paid the same amount per share of
Class A Common Stock as you will pay in this offering. See "Dilution" for a more
complete description of how the value of your investment in our Class A Common
Stock will be diluted upon the completion of this offering.
WE FACE A VARIETY OF RISKS WHICH MAY NOT BE UNIQUE TO OUR COMPANY, BUT WHICH WE
BELIEVE ARE MATERIAL TO A DECISION TO INVEST IN OUR COMPANY.
- Dependence on key personnel -- our key executives have been an integral
part of our success, and the experience, knowledge, business
relationships and expertise which we would lose should such an executive
depart could be difficult to replace and may result in a decrease in
operating efficiency and financial performance;
- Environmental liabilities -- our business subjects us to federal, state
and foreign laws and regulations concerning the environment, and we
cannot predict the amounts we may need to spend in order to comply with
new environmental laws or regulations enacted in the future;
- Year 2000 compliance -- our business is dependent on business systems
that may fail at the year 2000, and although we believe that these
systems are currently year 2000 compliant, we cannot assure you that our
systems or those systems used by our major customers, suppliers or other
third parties on whom we depend will remain effective at the year 2000;
- Risks associated with the conversion by certain EU member states to the
Euro -- our business may be exposed to certain risks associated with the
conversion by many European countries of their conversion to the Euro.
18
<PAGE> 22
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. These statements
relate to analyses and other information which are based on forecasts of future
results and estimates of amounts not yet determinable. These statements also
relate to our future prospects, developments and business strategies.
These forward-looking statements are identified by their use of terms and
phrases such as "anticipate," "believe," "could," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "will" and similar terms and
phrases, including references to assumptions. These statements are contained in
sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion
and Analysis of Financial Condition and Results of Operations of Fairchild
International," "Management's Discussion and Analysis of Financial Condition and
Results of Operations of the Power Device Business," "Business" and other
sections of this prospectus.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to be materially
different. Such factors include, but are not limited to, the following: the
integration of the acquired power device business without disruption to
manufacturing, marketing and distribution activities; changes in general
economic and business conditions; changes in current pricing levels; changes in
political, social and economic conditions and local regulations; foreign
currency fluctuations; reductions in sales to any significant customers; changes
in sales mix; industry capacity; competition; disruptions of established supply
channels; manufacturing capacity constraints; the availability, terms and
deployment of capital; and our ability to accurately estimate the cost of
systems preparation and successfully implement for Year 2000 compliance. Our
risks are more specifically described in the "Risk Factors" section of this
prospectus. If one or more of these risks or uncertainties materialize, or if
underlying assumptions prove incorrect, our actual results may vary materially
from those expected, estimated or projected.
We do not undertake to update our forward-looking statements or risk
factors to reflect future events or circumstances.
19
<PAGE> 23
DEBT REPAYMENT AND PREFERRED STOCK CONVERSION TRANSACTIONS
DEBT REPAYMENT
A portion of the proceeds of this offering will be used to repay a portion
of amounts due under our senior credit facilities and to repay all outstanding
amounts due under our 12.5% Subordinated Note Due 2008 and our 11.74%
Subordinated Note Due 2008. Our 12.5% Subordinated Note Due 2008 and our 11.74%
Subordinated Note Due 2008 are pay-in-kind promissory notes which means that all
interest due and not paid in cash is added to the then outstanding principal
amount of the notes. The terms of the senior credit facilities require Fairchild
Semiconductor Corporation to apply 50% of the net proceeds of this offering in
excess of $50.0 million to the repayment of loans under the senior credit
facilities. The terms of the 12.5% Subordinated Note Due 2008 require that all
net cash proceeds of this offering be used to repay outstanding amounts due
under that note, except to the extent such proceeds are required to be used to
repay amounts due under the senior credit facilities or are voluntarily used to
repay debt that is senior to that note. In addition, because the 12.5%
Subordinated Note Due 2008 will be repaid prior to 18 months after its issuance,
the warrant to purchase Class A Common Stock issued in connection with the 12.5%
Subordinated Note Due 2008 will not become exercisable according to its terms.
The terms of the 11.74% Subordinated Note Due 2008 require that the first $50.0
million in net cash proceeds from this offering be used to redeem debt senior to
that note, to the extent such debt requires such redemption. In addition, the
11.74% Subordinated Note Due 2008 requires that 50% of the net cash proceeds
from this offering in excess of $50.0 million must be used to redeem amounts due
under that note. After complying with all of the foregoing requirements, and
assuming we completed this offering on February 28, 1999, we would have repaid
$179.6 million under the senior credit facilities, $50.0 million under the 12.5%
Subordinated Note Due 2008 and $96.4 million under the 11.74% Subordinated Note
Due 2008. See "Use of Proceeds."
CONVERSION OF PREFERRED STOCK
Concurrently with the completion of this offering, all of our outstanding
12% Series A Cumulative Compounding Preferred Stock will be converted into
shares of Class A Common Stock. The conversion will be accomplished through an
amendment to our certificate of incorporation. Each participating preferred
stockholder will receive shares of Class A Common Stock equal in aggregate value
to $1,000 per share of preferred stock held by the stockholder at the closing
plus accumulated and unpaid dividends. The number of shares of Class A Common
Stock received by each preferred stockholder will be determined based on the
amount per share received by us for shares of Class A Common Stock sold in this
offering. Assuming we complete this offering on July 31, 1999 at $ per
share (the mid-point of the range shown on the cover of this prospectus, less
assumed underwriting discounts and commissions), a total of shares of
Class A Common Stock will be exchanged for all outstanding shares of our 12%
Series A Cumulative Compounding Preferred Stock. No shares of preferred stock
will be authorized for issuance following the offering. See "Use of Proceeds."
20
<PAGE> 24
USE OF PROCEEDS
The net proceeds from this offering, after deducting underwriting discounts
and commissions and estimated offering expenses, based on the assumed initial
public offering price of $ per share, are estimated to be approximately
$ . The gross proceeds from this offering will be used as set forth below.
The following table assumes that the acquisition of the power device business,
the financings in connection with the acquisition and the application of the
proceeds of such financings were consummated on February 28, 1999 and sets forth
the estimated sources and uses of funds for the transactions described above as
of such date:
<TABLE>
<CAPTION>
AMOUNT
------------
(DOLLARS
IN MILLIONS)
<S> <C>
Sources:
Gross Offering Proceeds............. $350.0
------------
Total Sources........................ $350.0
============
</TABLE>
<TABLE>
<CAPTION>
AMOUNT
------------
(DOLLARS
IN MILLIONS)
<S> <C>
Uses:
Repay Senior Credit Facilities(1)... $179.6
Repay 12.5% Subordinated Note(2).... 50.0
Repay 11.74% Subordinated Note(3)... 96.4
Fees and Expenses................... 24.0
------------
Total Uses........................... $350.0
============
</TABLE>
- ------------------------
(1) The outstanding indebtedness to be repaid with a portion of the proceeds of
this offering consists of the following amounts under our senior credit
facilities: $100.0 million of tranche A term loan that matures on March 31,
2004 and $79.6 million of tranche B term loan that matures on December 15,
2004. At February 28, 1999, the weighted average interest rate with respect
to the tranche A term loan and the tranche B term loan was approximately
8.0%. The actual amount repaid will be reduced by $55,700 per day, the sum
of accrued interest and prepayment premium on the 12.5% Subordinated Note
Due 2008 per day and accrued interest on the 11.74% Subordinated Note Due
2008 per day, until the closing of this offering. The proceeds of our senior
credit facilities were used to fund the acquisition of the power device
business, to refinance our then existing senior credit facilities and to pay
related fees and expenses.
(2) In connection with the acquisition of the power device business from Samsung
Electronics, Fairchild International issued to Citicorp Mezzanine Partners,
L.P. the 12.5% Subordinated Note Due 2008 in the original principal amount
of $50.0 million. The 12.5% Subordinated Note Due 2008 matures on February
1, 2008 and bears interest at an annual rate equal to 12.5%. The proceeds of
the 12.5% Subordinated Note Due 2008 were used to fund the acquisition of
the power device business, to refinance our then existing senior credit
facilities and to pay related fees and expenses. The general partner of
Citicorp Mezzanine Partners, L.P. is an affiliate of Citicorp Venture
Capital Ltd. Citicorp Venture Capital owns an interest in Sterling Holding
Company, LLC, one of our principal stockholders.
(3) In connection with the recapitalization of Fairchild Semiconductor
Corporation in 1997, Fairchild International issued to National
Semiconductor the 11.74% Subordinated Note Due 2008 in the original
principal amount of $77.0 million. The 11.74% Subordinated Note Due 2008
matures on March 14, 2008 and bears interest at an annual rate equal to
11.74%. During Fiscal 1998, National Semiconductor sold the 11.74%
Subordinated Note Due 2008 to a number of financial institutions.
We will not receive any proceeds from the sale of the shares of Class A
Common Stock, if any, to be sold by National Semiconductor upon the exercise of
the underwriters' over-allotment option.
DIVIDEND POLICY
We have never paid a cash dividend and do not anticipate declaring or
paying any cash dividends on shares of our common stock in the foreseeable
future. In addition, any determination to declare and pay dividends will be made
by our board of directors in light of our earnings, financial position, capital
requirements, contractual limitations contained in our debt instruments and such
other factors as the board of directors deems relevant. See "Description of
Indebtedness" and "Description of Capital Stock."
21
<PAGE> 25
CAPITALIZATION
The following table sets forth the capitalization of our company as of
February 28, 1999 (i) on an actual basis, (ii) pro forma to give effect to the
acquisition of the power device business, the financings in connection with the
acquisition and the application of the proceeds of such financings and (iii) as
adjusted to give pro forma effect to this offering, the conversion of the 12%
Series A Cumulative Compounding Preferred Stock in exchange for shares of Class
A Common Stock and application of the proceeds of such offering and repurchase
as described under "Use of Proceeds." This table should be read in conjunction
with "Unaudited Pro Forma Combined Condensed Financial Statements and Unaudited
Supplemental Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations of Fairchild International," "Management's Discussion
and Analysis of Financial Condition and Results of Operations of the Power
Device Business" and the financial statements of Fairchild International and the
power device business included elsewhere in this prospectus.
<TABLE>
<CAPTION>
AS OF FEBRUARY 28, 1999
---------------------------------
PRO FORMA
PRO AS ADJUSTED
ACTUAL FORMA FOR OFFERING
------ --------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Cash and cash equivalents................................... $ 5.4 $ 64.6 $ 64.6
====== ======== ======
Long-term debt, including current portion:
Former Senior Credit Facilities :......................... $163.6 $ -- $ --
Senior Credit Facilities:
Revolving Credit Facility(1)............................ -- -- --
Tranche A Facility...................................... -- 100.0 --
Tranche B Facility...................................... -- 210.0 130.4
10 1/8% Senior Subordinated Notes Due 2007................ 300.0 300.0 300.0
10 3/8% Senior Subordinated Notes Due 2007................ -- 300.0 300.0
12.5% Subordinated Note Due 2008.......................... -- 50.0 --
11.74% Subordinated Note Due 2008......................... 96.4 96.4 --
------ -------- ------
Total long-term debt, including current portion...... 560.0 1,056.4 730.4
------ -------- ------
12% Series A Cumulative Compounding Redeemable Preferred
Stock(2).................................................. 87.7 87.7 --
Stockholders' Equity:
Class A Common Stock $.01 par value: 80,000,000 shares
authorized; 29,559,920 shares issued and outstanding,
actual; 29,559,920 shares issued and outstanding, pro
forma; shares issued and outstanding, pro forma
as adjusted for this offering......................... 0.3 0.3 0.3
Class B Common Stock $.01 par value: 80,000,000 shares
authorized; 33,376,000 shares issued and outstanding,
actual; 33,376,000 shares issued and outstanding, pro
forma; shares issued and outstanding, pro forma as
adjusted for this offering............................ 0.3 0.3 0.3
Additional paid-in capital.............................. 9.5 9.5 423.2
Accumulated deficit..................................... (171.1) (206.3) (218.9)
------ -------- ------
Total stockholders' equity (deficit)(3)(4)........... (161.0) (196.2) 204.9
------ -------- ------
Total capitalization............................... $486.7 $ 947.9 $935.3
====== ======== ======
</TABLE>
- -------------------------
(1) Borrowings of up to $100.0 million under the revolving credit facility are
available for working capital and general corporate purposes.
(2) Assumes all of the outstanding shares of the 12% Series A Cumulative
Compounding Preferred Stock will be converted into common stock at $1,000
per share plus accumulated and unpaid dividends, based on the per share
amount we will receive in this offering. See "Debt Repayment and Preferred
Stock Conversion Transaction."
(3) The excess of the aggregate purchase price over the historical net book
value of the power device business' assets acquired and liabilities assumed
as of December 31, 1998 has been allocated to inventory, property, plant and
equipment, and various intangible assets, for illustrative purposes in the
pro forma financial statements only. Actual allocations will be based on
fair values as of the date of the acquisition of the power device business
(April 13, 1999). Included in the allocation to intangible assets is an
estimated allocation to in-process research and development of $31.2
million, which amount was expensed on consummation of the acquisition of the
power device business. This expense amount has been deducted from
stockholders' equity in the pro forma balance sheet as of February 28, 1999.
(4) Pro forma stockholders' equity as adjusted for the offering has been reduced
by $7.6 million for a one-time write-off, net of tax benefit, of a
receivable from the management investors to pay their federal and state
individual income tax liabilities resulting from the lapse of risks of
forfeiture with respect to their stock ownership. Such receivables will be
cancelled as a result of this offering. Additionally, we will expense
amounts to discharge their individual tax liabilities associated with the
cancellation. Pro forma stockholders' equity as adjusted for the offering
has also been reduced by $5.0 million for the one-time write-off, net of tax
benefit, of unamortized debt issuance costs associated with the debt being
repaid. These expenses will reduce stockholders' equity, but will not have
any effect on Adjusted EBITDA.
22
<PAGE> 26
DILUTION
Purchasers of the Class A Common Stock offered by this prospectus will
suffer an immediate and substantial dilution in the net tangible book value per
share. Dilution is the amount by which the initial public offering price paid by
the purchasers of the shares of Class A Common Stock will exceed the net
tangible book value per share of common stock after the offering. The net
tangible book value per share of common stock is determined by subtracting total
liabilities from the total book value of the tangible assets and dividing the
difference by the number of shares of common stock deemed to be outstanding on
the date the book value is determined. As of February 28, 1999, Fairchild
International had a negative pro forma tangible book value of $362.1 million or
$5.75 per share after giving effect to the acquisition of the power device
business, the financings in connection with the acquisition and the application
of the proceeds of such financings. Assuming the sale of shares
at an initial public offering price of $ per share and deducting the
underwriters' discounts and commissions and estimated offering expenses,
Fairchild International's pro forma tangible book value as of February 28, 1999
would have been $ or $ per share. This represents an immediate
increase in pro forma net tangible book value to existing stockholders of $
per share and an immediate dilution to new investors of $ per share. The
following table illustrates this per share dilution:
<TABLE>
<CAPTION>
PER
SHARE
------
<S> <C> <C>
Assumed initial public offering price....................... $
Pro forma net tangible book value before this offering.... $(5.75)
-------
Increase in net tangible book value per share attributable
to this offering.......................................
-------
Pro forma net tangible book value after this offering.......
------
Dilution to new investors................................... $
======
</TABLE>
The following table summarizes, on a pro forma as adjusted basis as of
February 28, 1999, the number of shares of common stock purchased from Fairchild
International, the estimated value of the total consideration paid for or
attributed to such common stock, and the average price per share paid by or
attributable to (i) existing stockholders, (ii) stockholders exchanging the 12%
Series A Cumulative Compounding Preferred Stock for shares of Class A Common
Stock and (iii) new investors purchasing shares in this offering at an assumed
initial offering price of $ per share.
<TABLE>
<CAPTION>
TOTAL CASH
CONSIDERATION AVERAGE
SHARES OF COMMON STOCK ---------------------- PRICE PER
PURCHASED OR CONVERTED SHARE OF
----------------------- (DOLLARS IN MILLIONS) COMMON
NUMBER PERCENT AMOUNT PERCENT STOCK
----------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders.................. 62,935,920 % $ 7.8 % $ 0.12
Converting preferred stockholders...... 87.7
New investors.......................... 350.0
---------- ----- ------- ----- -------
Total............................. 100.0% $ 445.5 100.0% $
========== ===== ======= ===== =======
</TABLE>
The existing stockholders will hold shares, or % of the
total number of shares outstanding after this offering and the stockholders
converting the 12% Series A Cumulative Compounding Preferred Stock into shares
of Class A Common Stock will hold shares, or % of the total
number of shares outstanding after this offering.
If the underwriters exercise their over-allotment option in full, the
following will occur:
- the number of shares of Class A Common Stock held by existing
stockholders will decrease to , or approximately of the total number
of shares of common stock outstanding; and
23
<PAGE> 27
- the number of shares of Class A Common Stock held by new public investors
will be increased to , or approximately % of the total number of
shares of our common stock outstanding after this offering.
The foregoing tables assume no exercise of any outstanding stock options to
purchase Class A Common Stock under our 1997 Stock Option Plan. As of February
28, 1999, there were outstanding options to purchase an additional 4,288,020
shares of Class A Common Stock at an average exercise price of $3.69 per share.
To the extent these options or purchase rights are exercised, there may be
further dilution to new investors.
24
<PAGE> 28
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL
STATEMENTS AND UNAUDITED SUPPLEMENTAL DATA
The following unaudited pro forma combined condensed financial statements
are based on the historical financial statements of Fairchild International, the
power device business and Raytheon which are included elsewhere in this
prospectus. The acquisition of Raytheon was consummated on December 31, 1997,
and, accordingly, Fairchild International's historical consolidated statements
of operations include the results of operations of Raytheon beginning January 1,
1998.
The Unaudited Pro Forma Combined Condensed Statements of Operations give
effect to the Raytheon acquisition, the acquisition of the power device
business, the financings in connection with the acquisition, the application of
the proceeds of such financings, this offering and the application of the
proceeds of this offering as described in "Use of Proceeds" as if they were
consummated on May 26, 1997. The Unaudited Pro Forma Combined Condensed Balance
Sheet gives effect to the acquisition of the power device business, the
financings in connection with the acquisition, the application of the proceeds
of such financings, this offering and the application of the proceeds of this
offering as described in "Use of Proceeds," as if they were consummated on
February 28, 1999. All of the pro forma adjustments are described more fully in
the accompanying notes. The pro forma adjustments are based upon preliminary
estimates and assumptions that we believe are reasonable in the circumstances.
In our opinion, all adjustments have been made that are necessary to present
fairly the pro forma data. Final amounts could differ from those set forth
below.
The Unaudited Pro Forma Combined Condensed Statements of Operations for the
fiscal year ended May 31, 1998 and the nine months ended February 28, 1999
include the historical statements of operations of the power device business for
the twelve months ended June 30, 1998 and the nine months ended December 31,
1998, respectively. The Unaudited Pro Forma Combined Condensed Balance Sheet as
of February 28, 1999 includes the historical balance sheet of the power device
business as of December 31, 1998. The results of operations of the power device
business for the period from April 1, 1998 through June 30, 1998 have been
included in both the Unaudited Pro Forma Combined Condensed Statements of
Operations for the fiscal year ended May 31, 1998 and the nine months ended
February 29, 1999. Power device business revenue and loss for this period was
$101.5 million and $34.1 million, respectively.
The power device business' historical financial information reflected in
the pro forma financial statements represents the accounts and operations of
Samsung Electronics with respect to the power device business. During the period
covered by the power device business' financial statements, the power device
business was conducted as a part of Samsung Electronics' overall operations, and
separate financial statements were not prepared. Fairchild International has
been advised by Samsung Electronics that the power device business' financial
statements were prepared from the historical accounting records of Samsung
Electronics and include various allocations for costs and expenses. Therefore,
the statements of operations of the power device business may not be indicative
of the results of operations that would have resulted if the power device
business had operated on a stand-alone basis. Fairchild International has been
advised by Samsung Electronics that all of the allocations and estimates
reflected in the power device business' financial statements are based on
assumptions that Samsung Electronics believes are reasonable under the
circumstances.
The pro forma financial statements are presented for informational purposes
only and do not purport to be indicative of the results of operations that
actually would have been achieved had such transactions been consummated on the
dates or for the periods indicated and do not purport to be indicative of the
balance sheet data or results of operations as of any future date or for any
future period. The pro forma financial statements should be read in conjunction
with the accompanying notes, the financial statements and notes thereto of
Fairchild International, the power device business and Raytheon which are
included elsewhere in this prospectus, "Management's Discussion and
25
<PAGE> 29
Analysis of Financial Condition and Results of Operations of Fairchild
International" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations of the Power Device Business."
The acquisition of Raytheon and the acquisition of the power device
business were accounted for using the purchase method of accounting. The
purchase method of accounting allocates the aggregate purchase price to the
assets acquired and liabilities assumed based upon their respective fair values.
For purposes of the pro forma financial statements, the excess of the aggregate
purchase price over the historical net book value of the power device business'
assets acquired and liabilities assumed as of December 31, 1998 has been
allocated to inventory, property, plant and equipment, and various intangible
assets, and is for illustrative purposes in the pro forma financial statements
only. Actual allocations will be based on fair values as of the date of the
acquisition of the power device business (April 13, 1999).
26
<PAGE> 30
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
FISCAL YEAR ENDED MAY 31, 1998
-------------------------------------------
POWER
POWER DEVICE
DEVICE BUSINESS FAIRCHILD
BUSINESS PRO FORMA INTERNATIONAL
HISTORICAL ADJUSTMENTS HISTORICAL(4)
---------- ----------- ----------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Revenue
Net sales-trade......... $400.2 $ 7.5(1a) $635.8
6.1(1b)
Contract
manufacturing......... 27.6 22.8(1c) 153.4
------ ------ ------
427.8 36.4 789.2
Cost of sales
Cost of sales-trade..... 240.6 (2.7)(1a) 441.6
9.9(1d)
1.4(1e)
1.3(1f)
(0.7)(1g)
Cost of contract
manufacturing......... 27.6 -- 117.1
------ ------ ------
268.2 9.2 558.7
------ ------ ------
Gross profit.............. 159.6 27.2 230.5
Research and
development............. 15.4 -- 35.7
Selling, general and
administrative.......... 32.5 15.5(1a) 92.0
(8.7)(1d)
(5.4)(1h)
Litigation settlement
expense................. 58.0 -- --
Restructuring and other
non-recurring charges... -- -- 15.5
------ ------ ------
Operating income.......... 53.7 25.8 87.3
Non-cash interest
expense................. -- -- 2.8
Cash interest expense,
net..................... 9.9 (9.9)(1i) 51.7
Foreign currency losses,
net..................... 7.5 -- --
------ ------ ------
Income before income
taxes................... 36.3 35.7 32.8
Income taxes.............. 11.1 (11.1)(1j) 10.7
------ ------ ------
Net income before
cumulative effect of
change in accounting
principle............... $ 25.2 $ 46.8 $ 22.1
====== ====== ======
Net income before cumulative effect of change in
accounting principle applicable to common
stockholders...................................... $ 13.4
======
EARNINGS PER COMMON SHARE:
Basic............................................. $ 0.21
======
Diluted........................................... $ 0.20
======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (IN
MILLIONS):
Basic............................................. 62.8
======
Diluted........................................... 65.0
======
<CAPTION>
FISCAL YEAR ENDED MAY 31, 1998
-------------------------------------------------------------------
RAYTHEON PRO FORMA COMPANY OFFERING PRO FORMA
HISTORICAL(4) ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
------------- ----------- --------- ----------- -----------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenue
Net sales-trade......... $47.3 $ -- $1,096.9 $ $1,096.9
Contract
manufacturing......... -- -- 203.8 203.8
----- ------ -------- ------ --------
47.3 -- 1,300.7 1,300.7
Cost of sales
Cost of sales-trade..... 26.7 3.9(2a) 722.0 722.0
Cost of contract
manufacturing......... -- -- 144.7 144.7
----- ------ -------- ------ --------
26.7 3.9 866.7 866.7
----- ------ -------- ------ --------
Gross profit.............. 20.6 (3.9) 434.0 434.0
Research and
development............. 6.9 -- 58.0 58.0
Selling, general and
administrative.......... 6.4 28.4(2a) 160.7 160.7
Litigation settlement
expense................. -- -- 58.0 58.0
Restructuring and other
non-recurring charges... -- -- 15.5 15.5
----- ------ -------- ------ --------
Operating income.......... 7.3 (32.3) 141.8 141.8
Non-cash interest
expense................. -- 2.2(2b) 5.0 (1.0)(3a) 4.0
Cash interest expense,
net..................... -- 52.4(2c) 104.1 (30.2)(3b) 73.9
Foreign currency losses,
net..................... -- -- 7.5 -- 7.5
----- ------ -------- ------ --------
Income before income
taxes................... 7.3 86.9 25.2 31.2 56.4
Income taxes.............. 2.6 (8.7)(2d) 4.6 3.1(3c) 7.7
----- ------ -------- ------ --------
Net income before
cumulative effect of
change in accounting
principle............... $ 4.7 $(78.2) $ 20.6 $ 28.1 $ 48.7
===== ====== ======== ====== ========
Net income before cumulative effect of change in
accounting principle applicable to common
stockholders............ $ 11.9 $ 48.7
======== ========
EARNINGS PER COMMON SHARE:
Basic................... $ 0.19
======== ========
Diluted................. $ 0.18
======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (IN
MILLIONS):
Basic................... 62.8
======== ========
Diluted................. 65.0
======== ========
</TABLE>
See accompanying notes to unaudited pro forma combined condensed statements of
operations.
27
<PAGE> 31
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
NINE MONTHS ENDED FEBRUARY 28, 1999
------------------------------------------------------------------------------------------------
POWER
POWER DEVICE
DEVICE BUSINESS FAIRCHILD
BUSINESS PRO FORMA INTERNATIONAL PRO FORMA COMPANY OFFERING PRO FORMA
HISTORICAL ADJUSTMENTS HISTORICAL ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
---------- ----------- ------------- ------------ --------- ----------- ------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue
Net sales-trade.............. $282.4 $18.4 (1a) $434.1 $ -- $742.6 $ -- $742.6
7.7 (1b)
Contract manufacturing....... 12.5 11.7 (1c) 54.5 -- 78.7 -- 78.7
------ ----- ------ ------ ------ ------ ------
294.9 37.8 488.6 -- 821.3 -- 821.3
Cost of sales
Cost of sales-trade.......... 190.3 6.9 (1a) 336.2 3.02 (a) 544.6 -- 544.6
5.1 (1d)
1.4 (1e)
0.9 (1f)
0.8 (1g)
Cost of contract
manufacturing.............. 12.5 -- 45.4 -- 57.9 -- 57.9
------ ----- ------ ------ ------ ------ ------
202.8 15.1 381.6 3.0 602.5 -- 602.5
------ ----- ------ ------ ------ ------ ------
Gross profit................... 92.1 22.7 107.0 (3.0) 218.8 -- 218.8
Research and development....... 11.5 -- 27.9 -- 39.4 -- 39.4
Selling, general and
administrative............... 27.9 10.2 (1a) 68.5 19.72 (a) 119.5 -- 119.5
(2.7)(1d)
0.4 (1e)
(4.5)(1h)
Litigation settlement
expense...................... 58.0 -- -- -- 58.0 -- 58.0
Restructuring and other
non-recurring
charges...................... -- -- 7.2 -- 7.2 -- 7.2
------ ----- ------ ------ ------ ------ ------
Operating income (loss)........ (5.3) 19.3 3.4 (22.7) (5.3) -- (5.3)
Non-cash interest expense...... -- -- 2.3 1.5 (2b) 3.8 (0.8)(3a) 3.0
Cash interest expense, net..... 2.6 (2.6)(1i) 42.4 34.8 (2c) 77.2 (23.0)(3b) 54.2
Foreign currency gains, net.... (0.3) -- -- -- (0.3) -- (0.3)
------ ----- ------ ------ ------ ------ ------
Income (loss) before income
taxes........................ (7.6) 21.9 (41.3) (59.0) (86.0) 23.8 (62.2)
Income taxes................... 8.6 (8.6)(1j) (4.1) (5.9)(2d) (10.0) 2.4 (3c) (7.6)
------ ----- ------ ------ ------ ------ ------
Net income (loss).............. $(16.2) $30.5 $(37.2) $(53.1) $(76.0) $ 21.4 $(54.6)
====== ===== ====== ====== ====== ====== ======
Net income (loss) applicable to common stockholders...... $(44.4) $(83.2) $(54.6)
====== ====== ======
EARNINGS PER COMMON SHARE:
Basic.................................................. $(0.71) $(1.32) $
====== ====== ======
Diluted................................................ $(0.71) $(1.32) $
====== ====== ======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (IN MILLIONS):
Basic.................................................. 62.9 62.9
====== ====== ======
Diluted................................................ 62.9 62.9
====== ====== ======
</TABLE>
See accompanying notes to unaudited pro forma combined condensed statements of
operations.
28
<PAGE> 32
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENTS OF OPERATIONS
THE UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS GIVE
EFFECT TO THE FOLLOWING PRO FORMA ADJUSTMENTS:
1. PRO FORMA ADJUSTMENTS TO THE HISTORICAL RESULTS OF THE POWER DEVICE
BUSINESS.
(a) Historically, the power device business has recognized revenue for sales to
Samsung Electronics' foreign sales subsidiaries at the time of shipment to
such subsidiaries. The pro forma adjustment to net sales eliminates the
sales to the foreign sales subsidiaries of Samsung Electronics from the
revenue of the power device business and replaces them with the sales of
such subsidiaries to the ultimate third parties. Cost of sales is also
adjusted to reflect the change in the inventory held by the foreign sales
subsidiaries of Samsung Electronics. Historically, the selling expenses
incurred by the foreign sales subsidiaries of Samsung Electronics in
connection with their sales to third parties have been recorded by such
subsidiaries. The power device business' selling, general and
administrative expenses have been adjusted to give effect to the provisions
of the Overseas Sales Support Agreement, which provides for commissions to
be paid to the foreign sales subsidiaries of Samsung Electronics to provide
sales services to the power device business.
The pro forma increases (decreases) to net sales, cost of sales and SG&A
expenses are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR NINE MONTHS
ENDED ENDED
MAY 31, 1998 FEBRUARY 28, 1999
------------ -----------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Net sales -- trade................................... $ 7.5 $18.4
Cost of sales -- trade............................... (2.7) 6.9
SG&A................................................. 15.5 10.2
</TABLE>
(b) Historically, the power device business has sold its products to Samsung
Electronics at intercompany transfer prices. Under the terms of the Product
Supply Agreement, the power device business will sell its products to
Samsung Electronics at guaranteed minimum annual levels based on historical
volumes and at prices designed to reflect market prices, subject to
adjustments to reflect changes in market prices as published by Worldwide
Semiconductor Trade Statistics. In order to give effect to the minimum
contractual volumes over historical levels and the pricing structure under
the Product Supply Agreement, the pro forma net sales are increased by $6.1
million and $7.7 million for the fiscal year ended May 31, 1998 and the
nine months ended February 28, 1999, respectively.
(c) The pro forma adjustment to contract manufacturing revenue is $22.8 million
and $11.7 million for the fiscal year ended May 31, 1998 and the nine
months ended February 28, 1999, respectively. These amounts reflect the
increase in contract manufacturing revenue that will be required to
generate the minimum profit level guaranteed by Samsung Electronics under
the Foundry Sale Agreement of W53,700 million during the first three years
following consummation of the acquisition of the power device business
(W27,700 million, W17,300 million and W8,700 million for the first, second
and third years, respectively). Historically, the power device business has
provided these contract manufacturing services, consisting of wafer
fabrication services, to Samsung Electronics at cost. The U.S.
Dollar-denominated pro forma adjustments have been recorded using weighted
average exchange rates of 1,260 Won and 1,334
29
<PAGE> 33
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENTS OF OPERATIONS -- (CONTINUED)
Won to one U.S. Dollar for the fiscal year ended May 31, 1998 and the nine
months ended February 28, 1999, respectively.
(d) Historically, the power device business has been charged at cost for
epitaxial fabrication services, assembly and test services and photo mask
supply services provided by Samsung Electronics' plants located in Onyang
and Kiheung, South Korea. Under the terms of the EPI Services Agreement,
the Onyang Assembly and Test Services Agreement and the Photo Mask Supply
Agreement, Samsung Electronics has agreed to provide the power device
business with these services for a three-year period following consummation
of the acquisition of the power device business at agreed-upon prices
denominated in U.S. Dollars in accordance with the terms of the above
agreements. In the case of the Onyang Assembly and Test Services Agreement,
the agreement provides for a 5% annual price decrease. The pro forma
adjustments reflect the effects of (i) replacing the actual historical
costs of these services with the negotiated costs of these services, which
negotiated costs include recovery of general and administrative and
interest costs attributable to these plants recorded in SG&A for the power
device business, based on historical product volumes and (ii) eliminating
the portion of historically allocated SG&A expenses to be included in such
negotiated costs.
The pro forma increases (decreases) to cost of sales and SG&A expenses are
as follows:
<TABLE>
<CAPTION>
FISCAL YEAR NINE MONTHS
ENDED ENDED
MAY 31, 1998 FEBRUARY 28, 1999
------------ -----------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Cost of sales -- trade............................... $ 9.9 $ 5.1
SG&A................................................. (8.7) (2.7)
</TABLE>
(e) Historically, the power device business has been allocated charges for
information technology services, logistics and other general and
administrative services which were provided by Samsung Electronics. Under
the terms of the Transitional Services Agreement, Samsung Electronics has
agreed to provide to the power device business logistics and other general
and administrative services for a three-year period, at the fixed annual
price of $5.3 million. Information technology services are provided under a
separate agreement with Samsung SDS Co., Ltd. at the fixed annual price of
$3.8 million. The pro forma adjustments to cost of sales and SG&A expenses
reflect the effects of replacing the historical charges for such services
with the fixed prices included in the Transitional Services Agreement and
the agreement with Samsung SDS Co., Ltd. In addition, the pro forma
adjustment includes the effect of a fixed 1,200 Won to one U.S. Dollar
exchange rate used to translate the fixed charges included in the
Transitional Services Agreement and the agreement with Samsung SDS Co.,
Ltd.
The pro forma increases to cost of sales relating to information technology
services and SG&A expenses relating to logistics and other general and
administrative services are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR NINE MONTHS
ENDED ENDED
MAY 31, 1998 FEBRUARY 28, 1999
------------ -----------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Cost of sales -- trade............................... $1.4 $1.4
SG&A................................................. -- 0.4
</TABLE>
30
<PAGE> 34
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENTS OF OPERATIONS -- (CONTINUED)
(f) Sales of particular MOSFET products, which are produced by the power
device business, will be subject to royalties arising from Fairchild
International's existing license agreement with another semiconductor
corporation. The pro forma increases to cost of sales to give effect to
such royalties are $1.3 million and $0.9 million for the fiscal year ended
May 31, 1998 and the nine months ended February 28, 1999, respectively.
(g) Historically, the power device business has been charged at cost for
assembly and test services provided by Samsung Electronics' plant located
in Suzhou, China. Under the terms of the Suzhou Assembly and Test Services
Agreement, Samsung Electronics has agreed to provide the power device
business with assembly and test services for a three-year period following
consummation of the acquisition of the power device business at agreed-upon
prices denominated in U.S. Dollars. The pro forma adjustments reflect the
effects of replacing the actual historical costs of these services with the
negotiated costs of these services based on historical product volumes.
Although the Suzhou Assembly and Test Services Agreement provides for
annual price adjustments based upon the percentage change in the U.S.
Consumer Price Index, the pro forma adjustments do not give effect to such
price adjustments. The pro forma increases (decreases) to cost of sales are
$(0.7) million and $0.8 million for the fiscal year ended May 31, 1998 and
the nine months ended February 28, 1999, respectively.
(h) Represents the elimination of royalty expense incurred by Samsung
Electronics attributable to the power device business which arises from
license agreements that were not transferred to Fairchild International.
This results in a decrease to SG&A expenses of $5.4 million and $4.5
million for the fiscal year ended May 31, 1998 and the nine months ended
February 28, 1999, respectively.
(i) The pro forma adjustment to cash interest expense is $9.9 million and $2.6
million for the fiscal year ended May 31, 1998 and the nine months ended
February 28, 1999, respectively. These amounts represent the elimination
of interest expense on bank borrowings, capital lease obligations and
corporate borrowings of Samsung Electronics allocated to the power device
business that were not transferred to Fairchild International.
(j) The pro forma adjustment for the elimination of income taxes is $11.1
million and $8.6 million for the fiscal year ended May 31, 1998 and the
nine months ended February 28, 1999, respectively. As a result of the
acquisition of the power device business, the power device business is
100% exempt from Korean income taxes for seven years beginning with the
first year in which taxable Korean income is generated.
2. PRO FORMA ADJUSTMENTS TO THE COMBINED RESULTS OF FAIRCHILD INTERNATIONAL,
THE POWER DEVICE BUSINESS AND RAYTHEON.
(a) On April 13, 1999, Fairchild International completed the acquisition of the
power device business for approximately $406.8 million, net of post-closing
adjustments for working capital and an income payment aggregating $48.2
million. The purchase includes all of the worldwide operations and assets
of the power device business, which are comprised in part of a high volume
wafer fabrication plant in Bucheon, South Korea, design and development
operations in Bucheon, South Korea, secured services for high volume
assembly and test operations and worldwide sales and marketing operations.
The transaction is being accounted for as a purchase.
The following table represents the estimated allocation of the purchase
price over the historical net book value of the power device business'
assets acquired and liabilities assumed as of December 31, 1998, and is for
illustrative purposes in the pro forma financial statements only.
31
<PAGE> 35
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENTS OF OPERATIONS -- (CONTINUED)
Actual allocations will be based on fair values as of the acquisition date
(April 13, 1999). Also presented are the estimated periods of amortization
for each of the identifiable intangible assets for purposes of calculating
the pro forma adjustments to amortization expense in the accompanying pro
forma condensed consolidated statements of operations. All intangible
assets will be amortized on a straight-line basis. The amount allocated to
in-process research and development will be charged to expense in our
fourth fiscal quarter ended May 30, 1999. This expense has been excluded
from the accompanying pro forma combined condensed statements of
operations. Assuming the acquisition of the power device business, the
financings in connection with the acquisition and the application of the
proceeds of such financings occurred on February 28, 1999, the allocation
would have included the following intangible assets (in millions):
<TABLE>
<CAPTION>
PERIOD OF
INTANGIBLE ASSETS AMOUNT AMORTIZATION
----------------- ------ ------------
<S> <C> <C>
Developed technology........................................ $124.1 15 years
Customer base............................................... 47.0 8 years
In-process research and development......................... 31.2 --
Covenant not to compete..................................... 26.9 5 years
Trademarks and tradenames................................... 21.9 4 years
Assembled workforce......................................... 3.8 3 years
------
Total.................................................. $254.9
======
</TABLE>
In connection with Fairchild International's acquisition of Raytheon on
December 31, 1997, intangible assets were recorded for developed
technologies and an assembled workforce. These assets are being amortized
on a straight line basis over periods of 3 to 15 years.
Pro forma adjustments for depreciation and amortization of fixed assets and
other intangible assets are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR NINE MONTHS
ENDED ENDED
MAY 31, 1998 FEBRUARY 28, 1999
------------ -----------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Intangibles -- Power Device Business................. $26.3 $19.7
Intangibles -- Raytheon.............................. 2.1 --
----- -----
Total recorded in SG&A.......................... $28.4 $19.7
===== =====
Fixed assets -- Power Device Business recorded in
cost of sales-trade................................ $ 3.9 $ 3.0
</TABLE>
(b) In connection with the acquisition of the power device business, the
financings in connection with the acquisition and the application of the
proceeds of such financings, we incurred debt issuance costs of
approximately $22.3 million associated with the senior credit facilities
and the 10 3/8% Senior Subordinated Notes. These costs are comprised
primarily of financing costs and other professional fees that will be
deferred and amortized over the term of the related debt, which ranges from
5 to 8 1/2 years. The pro forma adjustments to non-cash interest expense
represent the incremental amortization of these debt issuance costs in the
amount of
32
<PAGE> 36
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENTS OF OPERATIONS -- (CONTINUED)
$2.2 million and $1.5 million for the fiscal year ended May 31, 1998 and
the nine months ended February 28, 1999, respectively. Unamortized debt
issuance costs of $4.0 million, net of the related tax benefit of $0.4
million, associated with the existing senior credit facilities was charged
to interest expense concurrent with the acquisition of the power device
business, the financings in connection with the acquisition and the
application of the proceeds of such financings. The non-recurring charge
has been excluded from the pro forma combined condensed statements of
operations.
(c) In connection with the acquisition of the power device business, we entered
into the senior credit facilities, which provided up to $410.0 million in
financing, consisting of a $100.0 million revolving credit facility (under
which no amounts were drawn at closing of the acquisition of the power
device business) and $310.0 million of senior term facilities. We also
issued $300.0 million of 10 3/8% Senior Subordinated Notes and a $50.0
million 12.5% Subordinated Note. Since a portion of the purchase price for
the acquisition of Raytheon was paid from existing cash, interest income
that corresponds to the interest on such cash and which would not have been
earned during the period from May 26, 1997 through the date of the
acquisition has been eliminated.
The pro forma increases (decreases) to cash interest expense are as
follows:
<TABLE>
<CAPTION>
FISCAL YEAR NINE MONTHS
ENDED ENDED
MAY 31, 1998 FEBRUARY 28, 1999
------------ -----------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Senior Term Facilities -- Tranche A Facility
(7.75%)............................................ $ 7.5 $ 4.9
Senior Term Facilities -- Tranche B Facility
(8.25%)............................................ 17.3 12.8
Notes (10.375%)...................................... 31.1 23.4
12.5% Subordinated Note (12.5%)...................... 6.4 5.4
Income lost -- Raytheon.............................. 1.6 --
Interest expense on debt refinanced.................. (11.5) (11.7)
------ ------
Total........................................... $ 52.4 $ 34.8
====== ======
</TABLE>
The senior term facilities bear interest at adjustable rates based on a
spread over LIBOR. An increase of 0.125% in the rate applicable to the
senior term facilities will increase interest expense and reduce net income
as follows:
<TABLE>
<CAPTION>
FISCAL YEAR NINE MONTHS
ENDED ENDED
MAY 31, 1998 FEBRUARY 28, 1999
------------ -----------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Interest expense..................................... $ 0.4 $ 0.3
===== =====
Net income........................................... $(0.3) $(0.2)
===== =====
</TABLE>
(d) The pro forma adjustment for income tax benefit is $8.7 million and $5.9
million for the fiscal year ended May 31, 1998 and the nine months ended
February 28, 1999, respectively. These amounts represent the benefit for
income taxes on the loss before income tax resulting from the
33
<PAGE> 37
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENTS OF OPERATIONS -- (CONTINUED)
pro forma adjustments made to our combined results. The benefit for income
taxes was calculated using a rate of 10%, our current effective tax rate.
3. PRO FORMA ADJUSTMENTS MADE TO THE COMBINED RESULTS OF FAIRCHILD
INTERNATIONAL AND THE POWER DEVICE BUSINESS TO GIVE EFFECT TO THE OFFERING.
(a) Represents the elimination of the amortization of deferred financing costs
associated with the debt being repaid. Such amounts were $1.0 million and
$0.8 million for the fiscal year ended May 31, 1998 and the nine months
ended February 28, 1999, respectively. In connection with the offering, we
are required to write-off unamortized debt issuance costs associated with
debt being repaid. Approximately $5.0 million, net of the related tax
benefit of $0.6 million, will be written off concurrent with the offering.
This non-recurring charge has been excluded from the pro forma combined
condensed statements operations.
(b) Represents the elimination of interest expense associated with debt to be
repaid with the proceeds of the offering. Such amounts were $30.2 million
and $23.0 million for the fiscal year ended May 31, 1998 and the nine months
ended February 28, 1999, respectively.
(c) Represents the pro forma adjustment for income tax expense related to the
pro forma adjustments made to give effect to the offering. Such amounts were
$3.1 million and $2.4 million for the fiscal year ended May 31, 1998 and the
nine months ended February 28, 1999, respectively.
4. For the fiscal year ended May 31, 1998, historical Fairchild International
amounts include the results of operations of Raytheon after December 31,
1997, the date of its acquisition, and historical Raytheon amounts include
the results of operations of Raytheon from June 1, 1997 to December 31,
1997.
34
<PAGE> 38
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
AT FEBRUARY 28, 1999
-------------------------------------------------------------------------------
POWER
POWER DEVICE POWER
DEVICE BUSINESS DEVICE FAIRCHILD COMPANY
BUSINESS PRO FORMA BUSINESS INTERNATIONAL PRO FORMA PRO
HISTORICAL ADJUSTMENTS PRO FORMA HISTORICAL ADJUSTMENTS FORMA
---------- ----------- --------- ------------- ----------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents............ $ -- $ -- $ -- $ 5.4 $ 59.22a $ 64.6
Receivables, net......... 26.6 -- 26.6 101.5 -- 128.1
Inventories.............. 44.0 -- 44.0 105.6 (4.6)2b 145.0
Deferred income taxes.... 1.2 (1.2)1a -- -- -- --
Other current assets..... 3.8 (1.4)1b 2.4 19.7 -- 22.1
------ ------- ------ ------ ------ --------
Total current assets... 75.6 (2.6) 73.0 232.2 54.6 359.8
Property, plant and
equipment, net........... 91.0 -- 91.0 305.9 24.22b 421.1
Deferred income taxes...... -- -- -- 25.3 -- 25.3
Goodwill, net.............. -- -- -- -- -- --
Intangible assets, net..... 0.9 -- 0.9 29.0 223.72b 253.6
Other assets............... 2.8 -- 2.8 31.1 18.32c 52.2
------ ------- ------ ------ ------ --------
Total assets........... $170.3 $ (2.6) $167.7 $623.5 $320.8 $1,112.0
====== ======= ====== ====== ====== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Short-term borrowings and
current portion of
long-term debt......... $ 20.7 $ (20.7)1c $ -- $ 35.5 $(21.4)2d $ 14.1
Income tax payable....... 13.0 (13.0)1a -- -- -- --
Accounts payable......... 13.7 -- 13.7 79.1 -- 92.8
Accrued expenses and
other current
liabilities............ 70.6 (5.5)1b 7.1 56.0 -- 63.1
(58.0)1d
------ ------- ------ ------ ------ --------
Total current
liabilities.......... 118.0 (97.2) 20.8 170.6 (21.4) 170.0
Long term debt, less
current portion.......... 55.7 (55.7)1c -- 524.5 517.82e 1,042.3
Deferred income taxes...... 1.9 (1.9)1a -- -- -- --
Other liabilities.......... 6.5 -- 6.5 1.7 -- 8.2
------ ------- ------ ------ ------ --------
Total liabilities...... 182.1 (154.8) 27.3 696.8 496.4 1,220.5
------ ------- ------ ------ ------ --------
Redeemable preferred
stock.................... -- -- -- 87.7 -- 87.7
Commitments and
contingencies
Stockholders' equity
(deficit):
Class A common stock..... -- -- -- 0.3 -- 0.3
Class B common stock..... -- -- -- 0.3 -- 0.3
Additional paid-in
capital................ -- -- -- 9.5 -- 9.5
Business equity.......... 0.3 152.2 152.5 -- (152.5)2f --
Cumulative translation
adjustment............. (12.1) -- (12.1) -- 12.12f --
Accumulated deficit...... -- -- -- (171.1) (31.2)2b (206.3)
(4.0)2c
------ ------- ------ ------ ------ --------
Total stockholders'
equity (deficit)..... (11.8) 152.2 140.4 (161.0) (175.6) (196.2)
------ ------- ------ ------ ------ --------
Total liabilities and
stockholders' equity
(deficit)............ $170.3 $ (2.6) $167.7 $623.5 $320.8 $1,112.0
====== ======= ====== ====== ====== ========
<CAPTION>
AT FEBRUARY 28, 1999
-------------------------
PRO FORMA
OFFERING AS
ADJUSTMENTS ADJUSTED
----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash
equivalents............ $ -- $ 64.6
Receivables, net......... -- 128.1
Inventories.............. -- 145.0
Deferred income taxes.... -- --
Other current assets..... (0.7)3a 21.4
------ --------
Total current assets... -- 359.1
Property, plant and
equipment, net........... -- 421.1
Deferred income taxes...... -- 25.3
Goodwill, net.............. --
Intangible assets, net..... -- 253.6
Other assets............... (4.3)3a 42.9
(5.0)3b
------ --------
Total assets........... $(10.0) $1,102.0
====== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Short-term borrowings and
current portion of
long-term debt......... $(12.0)3c $ 2.1
Income tax payable....... -- --
Accounts payable......... -- 92.8
Accrued expenses and
other current
liabilities............ 2.63a 65.7
------ --------
Total current
liabilities.......... (9.4) 160.6
Long term debt, less
current portion.......... (314.0)3d 728.3
Deferred income taxes...... -- --
Other liabilities.......... -- 8.2
------ --------
Total liabilities...... (323.4) 897.1
------ --------
Redeemable preferred
stock.................... (87.7)3e
Commitments and
contingencies
Stockholders' equity
(deficit):
Class A common stock..... -- 0.3
Class B common stock..... -- 0.3
Additional paid-in
capital................ 87.73e 423.2
326.03f
Business equity..........
Cumulative translation
adjustment.............
Accumulated deficit...... (7.6)3a (218.9)
(5.0)3b
------ --------
Total stockholders'
equity (deficit)..... 401.1 204.9
------ --------
Total liabilities and
stockholders' equity
(deficit)............ $(10.0) $1,102.0
====== ========
</TABLE>
See accompanying notes to unaudited pro forma combined condensed balance sheet.
35
<PAGE> 39
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
THE UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET GIVES EFFECT TO THE
FOLLOWING PRO FORMA ADJUSTMENTS:
1. PRO FORMA ADJUSTMENTS TO THE HISTORICAL RESULTS OF THE POWER DEVICE
BUSINESS.
(a) Reflects the elimination of deferred income tax assets of $1.2 million,
deferred income tax liabilities of $1.9 million and income taxes payable of
$13.0 million that were not transferred to Fairchild International.
(b) Reflects the elimination of prepaid royalties of $1.4 million and accrued
royalties of $5.5 million arising from license agreements that were not
transferred to Fairchild International.
(c) Reflects the elimination of bank borrowings, capital lease obligations and
corporate borrowings of Samsung Electronics allocated to the power device
business in an aggregate amount of $76.4 million that were not transferred
to Fairchild International.
(d) Reflects the elimination of accrued expense of $58.0 million for patent
litigation settlement costs that will be paid by Samsung Electronics.
2. PRO FORMA ADJUSTMENTS TO THE COMBINED RESULTS OF FAIRCHILD INTERNATIONAL AND
THE POWER DEVICE BUSINESS.
(a) Represents the amount of excess cash that was provided in connection with
the acquisition of the power device business, the financings in connection
with the acquisition and the application of the proceeds of such
financings. We obtained a total of $660.0 million of proceeds from entering
into the senior term facilities and from issuance of the 10 3/8% Senior
Subordinated Notes and the 12.5% Subordinated Note Due 2008. Of this
amount, we used approximately $406.8 million to pay for the purchase price
of the power device business, approximately $163.6 million to repay the
existing senior credit facilities, approximately $30.4 million to pay
related fees and expenses and approximately $59.2 million to fund our
working capital needs.
(b) The following table represents the estimated allocation of the purchase
price over the historical net book value of the power device business'
assets acquired and liabilities assumed as of December 31, 1998, and is for
illustrative purposes in the pro forma financial statements only. Actual
allocations will be based on fair values as of the acquisition date (April
13, 1999). The amount allocated to in-process research and development will
be charged to expense in our fourth fiscal quarter ended May 30, 1999. This
expense has been excluded from the accompanying pro forma condensed
consolidated statements of operations. Assuming the acquisition of the
power device business, the financings in connection with the acquisition
and the application of the proceeds of such financings occurred on February
28, 1999, the purchase
36
<PAGE> 40
price allocation, including acquisition related expenses of $8.1 million, would
have been as follows (in millions):
<TABLE>
<CAPTION>
POWER DEVICE PURCHASE PURCHASE
BUSINESS HISTORICAL PRICE PRICE
AS ADJUSTED ADJUSTMENTS ALLOCATION
------------------- ----------- ----------
<S> <C> <C> <C>
Receivables, net................................. $ 26.6 $ -- $ 26.6
Inventories...................................... 44.0 (4.6) 39.4
Other current assets............................. 2.4 -- 2.4
Property plant and equipment, net................ 91.0 24.2 115.2
Developed technology............................. -- 124.1 124.1
Customer base.................................... -- 47.0 47.0
In-process research
and development................................ -- 31.2 31.2
Covenant not to compete.......................... -- 26.9 26.9
Trademarks and tradenames........................ -- 21.9 21.9
Assembled workforce.............................. -- 3.8 3.8
Other intangible assets.......................... 0.9 -- 0.9
------ ------ ------
Total intangible assets..................... 0.9 254.9 --
Less: in-process research and development... -- 31.2 --
Net intangible assets after in-process
research and development
write-off........................... 0.9 223.7 --
------ ------ ------
Other assets..................................... 2.8 -- 2.8
Accounts payable................................. (13.7) -- (13.7)
Accrued expenses and other current liabilities... (7.1) -- (7.1)
Other liabilities................................ (6.5) $ -- (6.5)
------ ------ ------
Net assets............................. $140.4
======
Total purchase price allocation........ $414.9
======
</TABLE>
In-process research and development of $31.2 million will be charged to
operations in our fourth fiscal quarter ending May 30, 1999. This
non-recurring charge has been excluded from the unaudited pro forma
statement of operations data presented in this prospectus. For pro forma
balance sheet purposes, intangible assets have been reduced by $31.2
million with a corresponding charge to accumulated deficit.
(c) Represents deferred debt issuance costs primarily comprised of financing
costs and professional fees of $22.3 million associated with the 10 3/8%
Senior Subordinated Notes and the senior credit facilities offset by the
write-off of $4.0 million, net of the related tax benefit of $0.4 million,
of unamortized debt issuance costs associated with the existing senior
credit facilities being repaid.
(d) Represents the repayment of the short-term portion of the existing senior
credit facilities in an aggregate amount of $35.5 million, offset by the
current portion of the term loan facilities in an aggregate amount of $14.1
million.
37
<PAGE> 41
(e) Represents the repayment of the long-term portion of the existing senior
credit facilities in an aggregate amount of $128.1 million offset by the
term loan facilities, the 12.5% Subordinated Note and the 10 3/8% Senior
Subordinated Notes in an aggregate amount of $645.9 million.
(f) Represents the elimination of the equity of the power device business at
the acquisition date in an aggregate amount of $140.4 million.
3. PRO FORMA ADJUSTMENTS MADE TO THE COMBINED RESULTS OF FAIRCHILD
INTERNATIONAL AND THE POWER DEVICE BUSINESS TO GIVE EFFECT TO THE OFFERING.
(a) Loans aggregating $5.0 million were made by us to management investors to
pay their federal and state individual income tax liabilities resulting
from the lapse of risks of forfeiture with respect to their stock
ownership. These loans will be cancelled as a result of the public
offering of our common stock, and we will pay to such management investors
amounts sufficient to enable them to discharge all tax liabilities arising
out of such cancellation. The net effect of the above transaction is a
charge to retained earnings of $7.6 million.
(b) Represents the write-off of approximately $5.0 million, net of the related
tax benefit of $0.6 million, of unamortized debt issuance costs associated
with debt being repaid.
(c) Represents the repayment of the short-term portion of the tranche A senior
term facility.
(d) Represents the repayment of the following components of long-term debt (in
millions):
<TABLE>
<S> <C>
Long-term portion of tranche A facility..................... $ 88.0
Long-term portion of tranche B facility..................... 79.6
11.74% Subordinated Note Due 2008........................... 96.4
12.5% Subordinated Note Due 2008............................ 50.0
------
$314.0
======
</TABLE>
(e) Represents the conversion of the 12% Series A Cumulative Compounding
Preferred Stock.
(f) Represents the estimated net proceeds of this offering.
38
<PAGE> 42
SELECTED CONSOLIDATED FINANCIAL DATA OF FAIRCHILD INTERNATIONAL
The following table sets forth selected historical consolidated financial
data of Fairchild International. The historical consolidated financial data as
of and for the fiscal years ended May 26, 1996, May 25, 1997 and May 31, 1998
are derived directly from the audited consolidated financial statements of
Fairchild International included elsewhere in this prospectus. The historical
consolidated financial data as of February 28, 1999 and for the nine months
ended March 1, 1998 and February 28, 1999 are derived directly from the
unaudited consolidated financial statements of Fairchild International included
elsewhere in this prospectus. The historical consolidated financial data as of
and for the fiscal years ended May 29, 1994 and May 28, 1995, and the historical
balance sheet data as of March 1, 1998, are derived from unaudited consolidated
financial statements of Fairchild International that are not included in this
prospectus. We believe that such unaudited consolidated financial statements
include all adjustments necessary for the fair presentation of the financial
condition and the results of operations of Fairchild International for such
periods and as of such dates. Operating results for the nine months ended
February 28, 1999 are not necessarily indicative of the results of operations
that may be expected for Fiscal 1999. This information should be read in
conjunction with the consolidated financial statements of Fairchild
International included elsewhere in this prospectus and "Management's Discussion
and Analysis of Financial Condition and Results of Operations of Fairchild
International."
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEAR ENDED MAY ------------------------
---------------------------------------------- MARCH 1, FEBRUARY 28,
1994 1995 1996 1997 1998 1998 1999
------ ------ ------ ------ ------ -------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
HISTORICAL STATEMENT OF OPERATIONS DATA:(1)
Revenue.............................................. $716.6 $680.3 $776.3 $692.0 $789.2 $601.9 $488.6
Gross profit......................................... $248.3 $203.8 $216.8 $152.5 $230.5 $180.2 $107.0
Research and development............................. 27.4 31.0 30.3 18.9 35.7 24.7 27.9
Selling, general and administrative.................. 97.3 100.3 114.4 96.4 92.0 66.6 68.5
Restructuring and other non-recurring charges(2)..... -- -- -- 5.3 15.5 15.5 7.2
------ ------ ------ ------ ------ ------ ------
Operating income................................... 123.6 72.5 72.1 31.9 87.3 73.4 3.4
Interest, net........................................ -- -- -- 11.2 54.5 41.1 44.7
Other expense (income) net........................... (1.9) (1.8) (0.2) 1.4 -- -- --
------ ------ ------ ------ ------ ------ ------
Income before income taxes......................... 125.5 74.3 72.3 19.3 32.8 32.3 (41.3)
Provision (benefit) for income taxes................. -- -- -- 3.8 10.7 10.4 (4.1)
------ ------ ------ ------ ------ ------ ------
Income (loss) before cumulative effect of change in
accounting principle............................. 125.5 74.3 72.3 15.5 22.1 21.9 (37.2)
Cumulative effect of change in accounting
principle.......................................... -- -- -- -- (1.5) (1.5) --
------ ------ ------ ------ ------ ------ ------
Net income (loss).................................. $125.5 $ 74.3 $ 72.3 $ 15.5 20.6 20.4 (37.2)
====== ====== ====== ======
Dividends on preferred stock............................................................... (8.7) (6.5) (7.2)
Net income (loss) applicable to common stockholders...................................... $ 11.9 $ 13.9 $(44.4)
====== ====== ======
Basic earnings (loss) per common share:
Income before cumulative effect of change in accounting principle........................ $ 0.21 $ 0.24 $(0.71)
------ ------ ------
Cumulative effect of change in accounting principle...................................... (0.02) (0.02) --
------ ------ ------
$ 0.19 $ 0.22 $(0.71)
====== ====== ======
Diluted earnings (loss) per common share:
Income before cumulative effect of change in accounting principle........................ $ 0.20 $ 0.23 $(0.71)
Cumulative effect of change in accounting principle...................................... (0.02) (0.02) --
------ ------ ------
$ 0.18 $ 0.21 $(0.71)
====== ====== ======
Weighted average common shares outstanding (in
millions):
Basic.................................................................................... 62.8 62.8 62.9
====== ====== ======
Diluted.................................................................................. 65.0 65.2 62.9
====== ====== ======
</TABLE>
39
<PAGE> 43
<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEAR ENDED MAY ------------------------
---------------------------------------------- MARCH 1, FEBRUARY 28,
1994 1995 1996 1997 1998 1998 1999
------ ------ ------ ------ ------ -------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER FINANCIAL DATA:
Revenue:
Analog............................................. $ -- $ -- $ -- $ -- $ 32.0 $ 11.9 $ 49.7
Discrete........................................... 80.0 116.4 175.0 164.5 187.3 144.8 131.6
Logic.............................................. 393.8 327.7 339.5 285.3 303.0 234.3 194.2
Memory............................................. 185.1 185.5 174.2 138.0 113.5 88.1 58.6
Contract manufacturing services.................... 57.7 50.7 87.6 104.2 153.4 122.8 54.5
------ ------ ------ ------ ------ ------ ------
Total revenue........................................ $716.6 $680.3 $776.3 $692.0 $789.2 $601.9 $488.6
====== ====== ====== ====== ====== ====== ======
Adjusted EBITDA(3)................................... $162.3 $117.2 $136.3 $128.4 $187.4 $151.4 $ 82.7
Cash flows provided from (used in):
Operating activities............................. 94.3 118.1 162.5 19.1 136.1 108.7 20.0
Investing activities............................. (94.3) (118.1) (162.5) (54.3) (200.5) (170.3) (33.4)
Financing activities............................. -- -- -- 75.9 30.2 33.3 12.3
Depreciation and amortization........................ 38.7 44.7 64.2 77.1 84.6 62.5 72.1
Amortization of intangibles(4)....................... -- -- -- -- 1.4 2.6 22.3
Capital expenditures................................. 88.2 112.9 153.9 47.1 78.0 49.3 31.5
HISTORICAL BALANCE SHEET DATA (END OF PERIOD):
Inventories.......................................... $ 60.9 $ 68.8 $ 93.1 $ 73.1 $108.0 $ 99.6 $105.6
Total assets......................................... 233.0 323.2 432.7 555.0 635.7 632.4 623.5
Long-term debt, excluding current portion............ -- -- -- 487.9 526.7 528.2 524.5
Total stockholders' equity (deficit)................. 161.1 233.2 349.2 (133.3) (116.6) (117.0) (161.0)
</TABLE>
- -------------------------
(1) For the fiscal years ended May 1997 and prior, statement of operations data
includes the direct and allocated expense of the Fairchild Semiconductor
Business of National Semiconductor. Such amounts may not be comparable to
data for Fiscal 1998 and the historical and pro forma nine months ended
February 28, 1999.
(2) In Fiscal 1997, restructuring and other non-recurring charges consisted of
severance and other costs related to lay-offs that occurred in the first
quarter of Fiscal 1997. In Fiscal 1998, such charges consisted of $15.5
million for in-process research and development associated with the
acquisition of Raytheon. For the nine months ended February 28, 1999, such
charges consisted of severance and other costs related to lay-offs in the
first and third quarters of Fiscal 1999.
(3) Adjusted EBITDA is defined as operating income before other (income)
expense, interest expense, taxes, depreciation, amortization, restructuring
and other non-recurring charges and $14.1 million of one-time retention
bonuses in 1997 associated with the recapitalization of National
Semiconductor. Adjusted EBITDA is presented because we believe that EBITDA
is a widely accepted financial indicator of an entity's ability to incur and
service debt. Adjusted EBITDA should not be considered by an investor as an
alternative to net income or income from operations, as an indicator or our
operating performance or other combined operations or cash flow data
prepared in accordance with generally accepted accounting principles or as
an alternative to cash flows as a measure of liquidity. Our computation of
Adjusted EBITDA may differ from similarly titled computations of other
companies.
(4) Amortization of intangibles primarily represents the amortization of
identifiable acquisition-related intangible assets.
40
<PAGE> 44
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF FAIRCHILD INTERNATIONAL
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto of Fairchild International
included elsewhere in this prospectus.
OVERVIEW
Fairchild International is a leading designer, manufacturer and supplier of
high-performance logic, non-volatile memory, discrete power and signal
technology and analog and mixed signal semiconductors, serving the personal
computer, industrial, telecommunications, consumer electronics and automotive
markets. The predecessor to Fairchild Semiconductor Corporation was renowned as
one of the pioneering companies of the semiconductor industry. Fairchild
Semiconductor Corporation invented the planar process of manufacturing
semiconductors, regarded as one of the most significant achievements in the
semiconductor industry since the invention of the transistor. These early
innovations form the base of a rich company history. Acquired in 1979 by
Schlumberger, Fairchild Semiconductor Corporation continued to innovate,
introducing logic products such as FAST(R) (Fairchild Advanced Schottky
Technology) and FACT(TM) (Fairchild Advanced CMOS Technology), which remain
industry standard products today. In 1987, Fairchild Semiconductor Corporation
was acquired by National Semiconductor and integrated into its operations. The
assets of Fairchild Semiconductor Corporation were spun-off from National
Semiconductor on March 11, 1997 pursuant to an Agreement and Plan of
Recapitalization and began operating as a stand-alone entity. At that time,
Fairchild Semiconductor Corporation's business consisted of the Logic Products
Group, historically a core business of Fairchild Semiconductor Corporation, and
the Discrete Products Group and the Non-Volatile Memory Products Group,
historically multi-market businesses of National Semiconductor. On December 31,
1997, Fairchild Semiconductor Corporation acquired all of the outstanding common
stock of Raytheon for approximately $117.0 million in cash. Raytheon designs,
manufactures and markets high-performance analog and mixed signal semiconductors
with long product lives for the personal computer, communications, broadcast
video and industrial markets. Similar to Fairchild Semiconductor Corporation's
business, Raytheon operates in the moving and shaping segment of the
semiconductor market. Immediately prior to the closing of the transaction,
Raytheon was renamed Fairchild Semiconductor Corporation of California and, upon
closing, became a wholly-owned subsidiary of Fairchild Semiconductor
Corporation. Fairchild Semiconductor Corporation of California was combined with
the Non-Volatile Memory Products Group and is being operated as the Analog,
Mixed Signal and Non-Volatile Memory Products Group. The transaction was
accounted for as a purchase. Accordingly, Fairchild International's operating
results in Fiscal 1998 include the operating results of Fairchild Semiconductor
Corporation of California as of the date of the acquisition. The results of
operations in Fiscal 1997 for the period prior to March 11, 1997 reflect the
operating results of the Fairchild Semiconductor Business of National
Semiconductor, and are not necessarily indicative of the results that would have
been obtained as a stand-alone company during that time. This is due in part to
the fact that National Semiconductor allocated to the Fairchild Semiconductor
Business corporate and other overhead costs at levels higher than those
experienced as a stand-alone company. In addition, the Fairchild Semiconductor
Business, prior to the establishment of Fairchild International, provided
contract manufacturing services to National Semiconductor at cost and now
provides such services at higher prices. Under manufacturing agreements with
National Semiconductor, National Semiconductor is required to purchase not less
than $330.0 million of contract manufacturing services from Fairchild
International during the first 39 months after consummation of the
recapitalization of Fairchild Semiconductor Corporation.
41
<PAGE> 45
The following table sets forth the composition of revenue by product group
and contract manufacturing services, as a percentage of total revenues:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED MAY
-----------------------
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Logic................................................... 43.7% 41.2% 38.4%
Discrete................................................ 22.6 23.8 23.7
Memory.................................................. 22.5 19.9 14.4
Analog.................................................. -- -- 4.1
Contract Manufacturing Services......................... 11.2 15.1 19.4
----- ----- -----
Total.............................................. 100.0% 100.0% 100.0%
===== ===== =====
</TABLE>
QUARTERLY RESULTS
The following table sets forth the unaudited historical quarterly trade
sales and trade gross profits (losses) of Fairchild International's product
groups:
<TABLE>
<CAPTION>
FISCAL 1997 FISCAL 1998 FISCAL 1999
--------------------------------- --------------------------------- ------------------------
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TRADE SALES:
Logic......................... $ 66.8 $ 74.7 $ 69.2 $ 74.6 $ 78.9 $ 79.8 $ 75.6 $ 68.7 $ 60.9 $ 67.7 $ 65.6
Discrete...................... 35.9 39.7 42.7 46.2 48.2 47.0 49.6 42.5 38.9 45.7 47.0
Memory........................ 30.2 39.6 35.6 32.6 31.6 28.5 28.0 25.4 18.4 20.9 19.3
Analog........................ -- -- -- -- -- -- 11.9 20.1 16.9 17.7 15.1
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total..................... $132.9 $154.0 $147.5 $153.4 $158.7 $155.3 $165.1 $156.7 $135.1 $152.0 $147.0
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
GROSS PROFIT (LOSS):
Logic......................... $ 12.2 $ 18.7 $ 15.7 $ 21.0 $ 25.9 $ 29.7 $ 25.6 $ 21.3 $ 14.8 $ 17.7 $ 20.4
Discrete...................... 10.7 11.2 13.4 15.8 18.9 17.9 17.3 12.8 8.9 10.5 10.7
Memory........................ 7.1 6.6 6.8 6.5 5.9 2.3 1.3 3.2 (0.8) (2.0) (0.8)
Analog........................ -- -- -- -- -- -- 4.9 7.2 5.9 7.4 5.2
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total..................... $ 30.0 $ 36.5 $ 35.9 $ 43.3 $ 50.7 $ 49.9 $ 49.1 $ 44.5 $ 28.8 $ 33.6 $ 35.5
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
GROSS PROFIT (LOSS) PERCENTAGE:
Logic......................... 18.3% 25.0% 22.7% 28.2% 32.8% 37.2% 33.9% 31.0% 24.3% 26.1% 31.1%
Discrete...................... 29.8 28.2 31.4 34.2 39.2 38.1 34.9 30.1 22.9 23.0 22.8
Memory........................ 23.5 16.7 19.1 19.9 18.7 8.1 4.6 12.6 (4.3) (9.6) (4.1)
Analog........................ -- -- -- -- -- -- 41.2 35.8 34.9 41.8 34.4
Total..................... 22.6 23.7 24.3 28.2 31.9 32.1 29.7 28.4 21.3 22.1 24.1
</TABLE>
NINE MONTHS ENDED FEBRUARY 28, 1999 COMPARED TO NINE MONTHS ENDED MARCH 1, 1998
RESULTS OF OPERATIONS. Fairchild International incurred net losses of
$37.2 million for the first nine months of Fiscal 1999, compared to net income
of $20.4 million in the corresponding period last year. Net losses for the first
nine months of Fiscal 1999 include pre-tax restructuring charges of $7.2
million. The corresponding period in Fiscal 1998 includes both a non-recurring
pre-tax charge of $15.5 million for the write-off of purchased in-process
research and development associated with the acquisition of Raytheon
Semiconductor, Inc. ("Analog") in December 1997 and an after-tax charge of $1.5
million for the cumulative effect of a change in accounting principle.
42
<PAGE> 46
Operating income was $3.4 million in the first nine months of Fiscal 1999,
compared to $73.4 million in the first nine months of Fiscal 1998. Excluding
restructuring and other non-recurring charges, Fairchild International had
operating income of $10.6 million and $88.9 million for the first nine months of
Fiscal 1999 and 1998, respectively. Operating income for the first nine months
of Fiscal 1999 includes operating losses of $0.3 million for Analog. The
decrease in profitability in the first nine months of Fiscal 1999 over the
comparable period last year is primarily attributable to lower trade revenues
and corresponding deterioration in margins resulting from soft market conditions
worldwide in the industry, due to excess personal computer inventories in the
sales channels and adverse effects on semiconductor demand driven by economic
uncertainty in Southeast Asia, and lower contract manufacturing profits due to
significantly reduced demand from National Semiconductor.
Excluding depreciation and amortization of $72.1 million in the first nine
months of Fiscal 1999 and $62.5 million in the comparable period of Fiscal 1998,
and restructuring and other non-recurring charges, earnings before interest,
taxes and depreciation and amortization, which we refer to as EBITDA, were $82.7
million in the first nine months of Fiscal 1999 compared to $151.4 million in
the comparable period of Fiscal 1998. EBITDA is presented because Fairchild
International believes that it is a widely accepted financial indicator of an
entity's ability to incur and service debt. EBITDA should not be considered as
an alternative to net income, operating income, or other consolidated operations
and cash flow data prepared in accordance with generally accepted accounting
principles, as an indicator of the operating performance of Fairchild
International, or as an alternative to cash flows as a measure of liquidity.
Revenues. Fairchild International's revenues consist of trade sales to
unaffiliated customers (88.8% of total revenues in the first nine months of
Fiscal 1999 and 79.6% in the comparable period of Fiscal 1998) and revenues from
contract manufacturing services provided to National Semiconductor (11.2% of
total revenues in the first nine months of Fiscal 1999, and 20.4% in the
comparable period of Fiscal 1998). Trade sales decreased 9.4% to $434.1 million
compared to $479.1 million for the comparable period of Fiscal 1998. Trade sales
for the first nine months of Fiscal 1999 include those of Analog, while the
comparable period in Fiscal 1998 includes only two months. Excluding Analog's
trade sales for the non-comparable periods, trade sales decreased 17.5% for the
nine month period ending February 28, 1999 over the same period a year ago.
Sales declines impacted all product groups. For the first nine months of Fiscal
1999, Logic, Discrete and Memory trade sales decreased by 17.2%, 9.1% and 33.3%,
respectively, over the comparable period a year ago.
Geographically, 35%, 20% and 45% of trade sales were derived from North
America, Europe and Asia/Pacific, respectively, in the first nine months of
Fiscal 1999, compared to 36%, 21% and 43% in the first nine months of Fiscal
1998. Trade sales were down in all regions in the first nine months of Fiscal
1999 compared to a year ago. Trade sales decreased by 17.4%, 25.1% and 11.6% in
North America, Europe and Asia/Pacific, respectively.
Contract manufacturing revenues decreased to $54.5 million, from $122.8
million for the comparable period in Fiscal 1998. Contract manufacturing revenue
includes $15.8 million of billings, recorded in the first nine months of Fiscal
1999, under the fixed cost recovery and guaranteed annual revenue provisions of
Fairchild International's manufacturing agreements with National Semiconductor.
The aforementioned decrease is reflective of greatly reduced demand from
National Semiconductor.
Gross Profit. Gross profit decreased 40.6% to $107.0 million, compared to
$180.2 million in the first nine months of Fiscal 1998. As a percentage of trade
sales, gross trade profit for the first nine months of Fiscal 1999 was 22.6%
compared to 31.2% in the same period of Fiscal 1998. The decrease in the first
nine months of Fiscal 1999 over the comparable period of Fiscal 1998 is due to
lower average selling prices and decreased factory utilization, particularly in
the first half of Fiscal 1999,
43
<PAGE> 47
resulting from soft market conditions. Fairchild International also experienced
inefficiencies, particularly in the second quarter of Fiscal 1999, due to the
start-up of its own shipping and logistics systems (independent of National
Semiconductor's), part of its ongoing enterprise system implementation.
Contract manufacturing gross profit decreased 70.2% in the first nine
months of Fiscal 1999, over the corresponding period in the prior year. As a
percentage of contract manufacturing revenue, gross contract manufacturing
profits were 16.7% in the first nine months of Fiscal 1999 compared to 24.8% in
the comparable period of Fiscal 1998. The decreases in contract manufacturing
gross profits as a percent of contract manufacturing revenues result from
factory under-utilization driven by reduced demand from National Semiconductor.
Research and Development. Research and development expenses were $27.9
million, or 6.4% of trade sales, compared to $24.7 million, or 5.2% of trade
sales, for the comparable period of Fiscal 1998. The increase in year-to-date
R&D expenditures is driven by R&D costs incurred by Analog in Fiscal 1999. Only
two months of R&D for Analog were recorded in the first nine months of Fiscal
1998. R&D efforts are focused on Fairchild International's growth products: CMOS
Logic, DMOS, EEPROM and Analog. In the first nine months of Fiscal 1999, R&D
expenditures were 9.0% of trade sales, for these growth products. R&D
expenditures for Fairchild International's mature products (Bipolar Logic,
Bipolar Discretes and EPROM) were less than 1% of trade sales for the first nine
months of Fiscal 1999.
Selling, General and Administrative. Selling, general and administrative
expenses were $68.5 million, or 15.8% of trade sales, compared to $66.6 million,
or 13.9% of trade sales for the comparable period of Fiscal 1998. The increase
in year-to-date SG&A expenses is primarily the result of the incremental SG&A
expenses of Analog. Only two months of SG&A expenses for Analog were recorded in
the comparable period of Fiscal 1998.
Restructuring. The nine months ended February 28, 1999 included a pre-tax
restructuring charge of approximately $4.5 million in the first quarter of
Fiscal 1999 in connection with management's plan to reduce costs and improve
operating efficiencies. The charge consisted of $0.8 million related to non-cash
asset impairments and $3.7 million of employee separation costs. The nine months
ended February 28, 1999 also included a charge of $2.7 million in the third
quarter of Fiscal 1999 in connection with the transfer of all assembly and test
activities related to its Analog and Mixed Signal product lines from its
Mountain View, California facility to its Penang, Malaysia facility or to
subcontractors. The charge consisted of $1.9 million of non-cash asset
write-offs and $0.8 million of employee separation costs that were substantially
paid during the third quarter of Fiscal 1999.
Interest, Net. Interest, net was $44.7 million in the first nine months of
Fiscal 1999 compared to $41.1 million in the comparable period of Fiscal 1998.
The increase is principally the result of indebtedness incurred to fund the
Raytheon acquisition, which occurred in the third quarter of Fiscal 1998.
Income Taxes. Income tax expense (benefit) was $(4.1) million for the
first nine months of Fiscal 1999, compared to $10.4 million in the first nine
months of Fiscal 1998. The effective tax rate for the first nine months of
Fiscal 1999 was 10% compared to 32% in the comparable period last year. The
reduction in Fairchild International's effective tax rate primarily results from
Fairchild International's year-to-date loss and its inability to carry-back
current year net operating losses due to the short time Fairchild International
has operated as a stand-alone entity.
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YEAR ENDED MAY 31, 1998 COMPARED TO YEAR ENDED MAY 25, 1997
RESULTS OF OPERATIONS. Net income increased 32.9% to $20.6 million in
Fiscal 1998, as compared to $15.5 million in Fiscal 1997. Net income in Fiscal
1998 includes a one-time pre-tax charge for in-process research and development
associated with the acquisition of Raytheon ($15.5 million) and an after-tax
charge for the cumulative effect of a change in accounting principle pertaining
to business process reengineering costs associated with Fairchild
International's enterprise software system implementation ($1.5 million) which
had been previously capitalized. Net income in Fiscal 1997 includes one-time
pre-tax charges related to payment of retention bonuses ($14.1 million) and a
restructuring charge ($5.3 million) related to workforce reductions. In
addition, Fiscal 1998 net income includes a full year of interest expense and
income taxes, while Fiscal 1997 includes these charges only for the period
subsequent to the recapitalization of Fairchild Semiconductor Corporation. Prior
to the recapitalization, the Fairchild Semiconductor Business did not incur
these costs. Excluding one-time charges and amortization of acquisition-related
intangibles of $1.4 million in Fiscal 1998, net of tax effect, net income was
$33.5 million and $34.9 million in Fiscal 1998 and Fiscal 1997, respectively.
Operating income, excluding one-time charges, increased 100.4% to $102.8
million in Fiscal 1998 from $51.3 million in Fiscal 1997. Included in operating
income is $36.3 million and $6.8 million of gross profit on contract
manufacturing services in Fiscal 1998 and 1997, respectively, under
manufacturing agreements with National Semiconductor. Gross profit on contract
manufacturing services in Fiscal 1997 was generated subsequent to the
recapitalization of Fairchild Semiconductor Corporation. Prior to the
recapitalization, contract manufacturing revenues were recorded at cost. In
addition, operating income in Fiscal 1998 increased over Fiscal 1997 due to
higher trade revenues as a result of the acquisition of Raytheon and improved
market conditions, particularly in the first half of the year, higher trade
gross profit due to improved factory utilization, and the favorable effect of
currency devaluations in Southeast Asia on manufacturing costs. Excluding
one-time charges, depreciation and amortization of $84.6 million and $77.1
million in Fiscal 1998 and 1997, respectively, and other expense of $1.4 million
in Fiscal 1997, EBITDA increased 46.0% to $187.4 million in Fiscal 1998 from
$128.4 million in Fiscal 1997.
Fairchild International's results for the fiscal year ended May 31, 1998
consist of 53 weeks of activity, compared to 52 weeks for the fiscal years ended
May 25, 1997 and May 26, 1996.
Revenues. Fairchild International's revenues consist of trade sales to
unaffiliated customers (80.6% and 84.9% of total revenues in Fiscal 1998 and
1997, respectively) and revenues from contract manufacturing services provided
to National Semiconductor (19.4% and 15.1% of total revenues in Fiscal 1998 and
1997, respectively).
Trade sales increased 8.2% to $635.8 million in Fiscal 1998 compared to
$587.8 million in Fiscal 1997. Trade sales for Fiscal 1998 include those of
Raytheon since the acquisition. Excluding Raytheon, trade sales increased 2.7%
in Fiscal 1998 over Fiscal 1997. The increase in trade sales was driven
primarily by increased unit volume, as average selling prices were flat. Average
selling prices increased year over year for the first three quarters in Fiscal
1998, but decreased significantly in the fourth quarter as industry-wide market
conditions softened.
Logic trade sales increased 6.2% in Fiscal 1998 over Fiscal 1997. The
increase was driven by higher unit volume, which offset a decrease in average
selling prices. In Fiscal 1998, CMOS trade sales increased 14.3% over Fiscal
1997, offsetting a decrease of 2.8% in Bipolar trade sales. The increase in CMOS
trade sales was across all product lines, including VHC, LCX, FACT(TM) and
HCMOS. The decrease in Bipolar trade sales is reflective of the general market
trend toward lower power consuming CMOS products.
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Discrete trade sales increased 13.9% in Fiscal 1998 over Fiscal 1997. The
increase was due to higher average selling prices, driven by new product
introductions and a favorable sales mix, and slightly higher unit volume. DMOS
trade sales increased 39.9% in Fiscal 1998 over Fiscal 1997, offsetting a
decrease of 7.6% in Bipolar trade sales. The increase in DMOS trade sales was
due to higher sales volume of new products featuring Fairchild International's
Trench technology, which offset price erosion in some of the more mature DMOS
products. The decrease in Bipolar trade sales was driven by a combination of
lower sales volume and slightly lower average selling prices. Reflective of
Fairchild International's growth strategy, trade sales of DMOS products in
Fiscal 1998 exceeded trade sales in Bipolar products for the first time.
Analog, Mixed Signal and Non-Volatile Memory trade sales increased 5.4% in
Fiscal 1998 over Fiscal 1997. The increase was due entirely to the acquisition
of Raytheon. Excluding Analog and Mixed Signal Products, Non-volatile Memory
trade sales decreased 17.7% in Fiscal 1998 over Fiscal 1997. The decrease was
driven by lower prices impacting all memory product lines due to competitive
pressures, partially offset by higher volume, particularly in EEPROM. EEPROM,
which is Fairchild International's long-term focus in the non-volatile memory
market, had increased trade sales of 4.7% in Fiscal 1998 over Fiscal 1997. In a
declining market, EPROM trade sales decreased 46.2% in Fiscal 1998 over Fiscal
1997, as EPROMs are being rapidly phased out by FLASH memory products in the
marketplace.
Geographically, 38%, 21% and 41% of trade sales were derived in North
America, Europe and Asia/ Pacific, respectively, in Fiscal 1998, compared to
38%, 20% and 42% in Fiscal 1997. Trade sales in all regions grew over Fiscal
1997 levels. Europe increased 12.7%, North America increased 8.8% and
Asia/Pacific increased 5.4%, despite soft economic conditions in the region.
Asia/Pacific trade sales were influenced by strong growth in Southeast Asia,
which offset a year over year decline in Japan.
Contract manufacturing revenues increased 47.2% to $153.4 million in Fiscal
1998 compared to $104.2 million in Fiscal 1997. This increase, when normalized
for higher prices to include a markup for all of Fiscal 1998, reflects greater
demand from National Semiconductor, particularly in the first nine months of
Fiscal 1998. During the fourth quarter, foundry revenues decreased 26.1% from
the third quarter as National Semiconductor sharply cut back its demand in
response to its own publicly-announced restructuring created by soft market
conditions in the industry.
Gross Profit. Gross profit increased 51.2% to $230.5 million in Fiscal
1998, compared to $152.5 million in Fiscal 1997. Included in gross profit in
Fiscal 1998 and 1997 is $36.3 million and $6.8 million, respectively,
attributable to contract manufacturing services provided to National
Semiconductor. Prior to the recapitalization of Fairchild Semiconductor
Corporation in Fiscal 1997, these revenues were recorded at cost. Gross trade
profit excluding contract manufacturing increased 33.3% in Fiscal 1998 over
Fiscal 1997. As a percentage of trade sales, gross trade profits were 30.5% and
24.8% in Fiscal 1998 and 1997, respectively. The increase in gross trade profit
as a percentage of trade sales was due to increased factory utilization due to
improved market conditions and the favorable effect on fixed cost absorption of
increased demand from National Semiconductor in the first nine months of Fiscal
1998, the favorable effects of currency devaluations in Southeast Asia on
Fairchild International's manufacturing costs and the acquisition of Raytheon,
which increased Fairchild International's portfolio of higher-margin products.
Research and Development. R&D expenses were $35.7 million, excluding a
$15.5 million pre-tax charge for purchased in-process R&D expenses associated
with the acquisition of Raytheon, or 5.6% of trade sales in Fiscal 1998,
compared to $18.9 million, or 3.2% of trade sales in Fiscal 1997. The increase
in R&D expenses is driven by higher spending to support new product development,
reflecting Fairchild International's renewed emphasis on R&D efforts as a
stand-alone company following the recapitalization of Fairchild Semiconductor
Corporation. Prior to the recapitalization,
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R&D expenditures of the business primarily consisted of allocations from
National Semiconductor. Reflective of increased R&D efforts, Fairchild
International approximately doubled the number of new products introduced in
Fiscal 1998 from Fiscal 1997. In addition, Fairchild International is spending
higher levels of R&D expenses for its Analog and Mixed Signal products,
reflecting its strategy to focus on and grow this segment of its business. R&D
efforts are focused on Fairchild International's growth products: CMOS Logic,
DMOS, EEPROM and Analog. In Fiscal 1998, R&D expenditures were 8.9% of trade
sales for these growth products, and 0.5% of trade sales for Fairchild
International's mature products (Bipolar Logic, Bipolar Discretes and EPROM).
Comparison of the above to Fiscal 1997 is not meaningful as Fairchild
International was not a stand-alone entity for the entire year.
Selling, General and Administrative. SG&A expenses were $92.0 million, or
14.5% of trade sales, in Fiscal 1998, compared to $96.4 million, or 16.4% of
trade sales, in Fiscal 1997. Excluding one-time retention bonuses of $14.1
million charged in Fiscal 1997, SG&A expenses were $82.3 million, or 14.0% of
trade sales in Fiscal 1997. The increase in SG&A expenses as a percent of trade
sales after elimination of retention bonuses is due to higher selling and
marketing expenses driven by inefficiencies experienced in the first half of
Fiscal 1998 while operating under transition service agreements with National
Semiconductor, and in the second half of Fiscal 1998 due to the integration of
the Raytheon sales force into Fairchild International. The increase in selling
and marketing expenses was partially offset by a decrease in general and
administrative expenses due to lower expenses incurred as a stand-alone entity
in Fiscal 1998 compared to Fiscal 1997, which reflects nine months of direct and
allocated expenses of the Fairchild Semiconductor Business while operated by
National Semiconductor.
Restructuring. Fiscal 1997 included a one-time restructuring charge of
$5.3 million, incurred in the first quarter, for severance and other costs
directly attributable to a workforce reduction.
Interest, Net. Interest, net was $54.5 million and $11.2 million in Fiscal
1998 and 1997, respectively. Fiscal 1998 includes a full year of interest
expense on indebtedness incurred to finance the recapitalization of Fairchild
Semiconductor Corporation, while Fiscal 1997 contains approximately one quarter
of such interest expense. In addition, Fairchild International incurred
additional indebtedness due to the purchase of Raytheon in the third quarter of
Fiscal 1998. Prior to the recapitalization in Fiscal 1997 of Fairchild
Semiconductor Corporation, the Fairchild Semiconductor Business was allocated
net interest expense from National Semiconductor. This amount is included in
other expense.
Other Expenses. Other expense was $1.4 million in Fiscal 1997, consisting
primarily of net interest expense allocated to the Fairchild Semiconductor
Business by National Semiconductor. There were no comparable amounts incurred in
Fiscal 1998.
In the third quarter of Fiscal 1998, Fairchild International took a pre-tax
charge of $15.5 million for purchased in-process research and development in
conjunction with the acquisition of Raytheon and an after-tax charge of $1.5
million for the cumulative effect of an accounting charge pertaining to
treatment of business process reengineering costs associated with Fairchild
International's enterprise software system implementation. The enterprise
software system implementation costs, relating to activities to assess the
system's capabilities in light of Fairchild International's current business
processes, were previously capitalized as part of the cost of the software.
Emerging Issues Task Force Issue 97-13, dated November 20, 1997, requires
companies to expense such costs as incurred.
Income Taxes. Income taxes were $10.7 million and $3.8 million in Fiscal
1998 and 1997, respectively. In Fiscal 1998, income taxes were recorded at an
effective tax rate of 32.6%. In Fiscal 1997, income taxes were recorded only for
the period subsequent to the recapitalization of Fairchild Semiconductor
Corporation, at an effective rate of 39.1%. The lower tax rate in Fiscal 1998 is
due to
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a higher proportion of taxable income in lower tax countries as compared to
Fiscal 1997. Prior to the recapitalization of Fairchild Semiconductor
Corporation, the Fairchild Semiconductor Business did not record a tax provision
or pay income taxes as it operated as a division of National Semiconductor.
YEAR ENDED MAY 25, 1997 COMPARED TO YEAR ENDED MAY 26, 1996
RESULTS OF OPERATIONS. Net income decreased 78.6% to $15.5 million in
Fiscal 1997 from $72.3 million in Fiscal 1996. Fiscal 1997 includes interest
expense and income taxes of $11.2 million and $3.8 million, respectively,
incurred subsequent to the recapitalization of Fairchild Semiconductor
Corporation. No such amounts were incurred in Fiscal 1996. Operating income was
$31.9 million in Fiscal 1997, a 55.8% decrease from the prior year. This
decrease was attributable to a combination of lower trade sales driven by
industry-wide adverse market conditions that impacted much of Fiscal 1997, lower
gross profits as a result of factory underutilization caused by an inventory
reduction initiative in Fiscal 1997, one-time retention bonuses of $14.1 million
and a one-time restructuring charge of $5.3 million in Fiscal 1997 related to
Fairchild International's workforce reductions in the first quarter of Fiscal
1997, partially offset by gross profit on contract manufacturing services in
Fiscal 1997 subsequent to the recapitalization of Fairchild Semiconductor
Corporation. Prior to the recapitalization, these revenues were recorded at
cost. Excluding interest expense and one-time charges in Fiscal 1997 and other
(income) expense of $1.4 million and $(0.2) million in Fiscal 1997 and 1996,
respectively, EBITDA was $128.4 million in Fiscal 1997, compared to $136.3
million in Fiscal 1996.
Revenues. Fairchild International's revenues consist of trade sales to
unaffiliated customers (84.9% and 88.7% of total revenues in Fiscal 1997 and
1996, respectively) and revenues from contract manufacturing services provided
to National Semiconductor (15.1% and 11.3% of total revenues in Fiscal 1997 and
1996, respectively).
Trade sales decreased 14.7% to $587.8 million in Fiscal 1997 from $688.7
million in Fiscal 1996. The decrease in trade sales impacted all product groups
and was due primarily to industry-wide adverse market conditions which impacted
order rates starting in the second half of Fiscal 1996 and continued through the
first half of Fiscal 1997, after which order rates recovered moderately. Trade
sales were down 23.7% in the first half of Fiscal 1997 over the first half of
Fiscal 1996, but were down only 3.7% in the second half of Fiscal 1997 over the
second half of Fiscal 1996, reflecting improvement in orders as market
conditions improved.
Logic trade sales decreased 16.0% in Fiscal 1997 over Fiscal 1996. The
decline in Logic trade sales was almost entirely unit price driven, as volumes
were flat year over year. The majority of Logic's trade sales decline was in the
mature Bipolar products, which declined 22.1% in Fiscal 1997 over Fiscal 1996.
CMOS trade sales declined 9.5% in Fiscal 1997 over Fiscal 1996. Reflective of
Fairchild International's growth strategy, CMOS trade sales in Fiscal 1997
exceeded Bipolar trade sales for the first time.
Discrete trade sales decreased 6.0% in Fiscal 1997 over Fiscal 1996. The
decline in Discrete trade sales was due to lower volume in Bipolar products,
whose trade sales decreased 27.7% in Fiscal 1997 over Fiscal 1996, offset by
strong growth in higher-priced DMOS products, the focus of the Discrete Products
Group's growth strategy, whose trade sales increased 54.2% in Fiscal 1997 over
Fiscal 1996.
Non-Volatile Memory trade sales decreased 20.8% in Fiscal 1997 over Fiscal
1996. The decline in Non-Volatile Memory trade sales was driven by a significant
decline in EPROM sales volume, whose trade sales decreased 40.8% year over year,
offset by continued growth in EEPROM trade sales, which increased 6.2% in Fiscal
1997 over Fiscal 1996. Additionally, EEPROM trade sales exceeded EPROM trade
sales in Fiscal 1997 for the first time.
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Geographically, 38%, 20% and 42% of trade sales were derived in North
America, Europe and Asia/Pacific, respectively, in Fiscal 1997, as compared to
38%, 23% and 39% in Fiscal 1996. All regions experienced declines in trade sales
in Fiscal 1997 as compared to Fiscal 1996. Trade sales in North America declined
14%, Europe 27% and Asia/Pacific 7%. Overall, exchange rates had a minimal
effect on trade sales as the majority of Fairchild International's sales are
U.S. Dollar-denominated.
Contract manufacturing revenues increased 19.0% to $104.2 million in Fiscal
1997 from $87.6 million in Fiscal 1996. This increase, when normalized for
higher prices to include a markup in Fiscal 1997 subsequent to the
recapitalization of Fairchild Semiconductor Corporation, was due to greater
demand in Fiscal 1997 from National Semiconductor, particularly for products
manufactured in Fairchild International's 6-inch wafer fabrication plant in
South Portland, Maine.
Gross Profit. Gross profit decreased 29.7% to $152.5 million in Fiscal
1997 from $216.8 million in Fiscal 1996. Included in the Fiscal 1997 amount is
$6.8 million of gross profit attributable to contract manufacturing services
provided to National Semiconductor subsequent to the recapitalization of
Fairchild Semiconductor Corporation. Prior to the recapitalization, these
revenues were recorded at cost. Under the manufacturing agreements with National
Semiconductor, prices for contract manufacturing services were designed to
generate a 20% gross profit for Fairchild International. For the period
subsequent to the recapitalization of Fairchild Semiconductor Corporation,
Fairchild International was achieving this level of gross profit with respect to
contract manufacturing revenues. As a percentage of trade sales, gross trade
profits were 24.8% and 31.5% in Fiscal 1997 and 1996, respectively. The decline
in gross trade profit as a percentage of trade sales was due to lower prices,
particularly in Logic, and lower factory utilization, particularly in the first
half of Fiscal 1997, due to adverse market conditions and an inventory reduction
initiative. Fairchild International reduced inventories by $20.0 million, or
21.5%, in Fiscal 1997 over Fiscal 1996. In response to declining gross profit,
we enacted cost reduction programs, which included headcount reductions, in the
first quarter of Fiscal 1997. Gross trade profit as a percent of trade sales was
23.2% in the first half of Fiscal 1997, reflecting slow order rates and low
factory utilization. Gross trade profit as a percent of trade sales increased to
26.3% in the second half of Fiscal 1997, reflecting increased order rates,
improved factory utilization and the beneficial effects of the cost reduction
programs enacted in the first half of Fiscal 1997.
Research and Development. R&D expenses were $18.9 million, or 3.2% of
trade sales in Fiscal 1997, compared to $30.3 million, or 4.4% of trade sales,
in Fiscal 1996. The decrease in R&D expenses relates primarily to reduced
allocations from National Semiconductor in Fiscal 1997 prior to the
recapitalization of Fairchild Semiconductor Corporation as a result of the
refocus of its strategic direction away from Fairchild International's markets,
as well as the elimination of allocations from National Semiconductor subsequent
to the recapitalization.
Selling, General and Administrative. SG&A expenses were $96.4 million, or
16.4% of trade sales, in Fiscal 1997, compared to $114.4 million, or 16.6% of
trade sales, in Fiscal 1996. The decrease in SG&A expenses is attributable to
reduced allocations from National Semiconductor in Fiscal 1997 prior to the
recapitalization of Fairchild Semiconductor Corporation, reflecting the reduced
consumption of corporate services, and the favorable effect of lower charges
under the Transition Services Agreement with National Semiconductor subsequent
to the recapitalization as compared to the allocations for those same services
for the comparable period in Fiscal 1996, offset by one-time retention and
incentive bonuses ($14.1 million) paid in Fiscal 1997 concurrently with the
recapitalization.
Restructuring. Fiscal 1997 included a restructuring charge of $5.3 million
for severance and other costs directly attributable to a workforce reduction
undertaken in the first quarter of Fiscal 1997.
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Interest, Net. Interest, net was $11.2 million in Fiscal 1997, as a result
of indebtedness incurred concurrently with the recapitalization of Fairchild
Semiconductor Corporation. In Fiscal 1997 prior to the recapitalization, and in
Fiscal 1996, Fairchild International was allocated net interest income from
National Semiconductor. This amount is included in other (income) expense.
Other (Income) Expense. Other expense was $1.4 million in Fiscal 1997,
compared to other income of $0.2 million in Fiscal 1996. The increase in other
expense was primarily due to higher net interest expense allocated from National
Semiconductor in Fiscal 1997.
Income Taxes. Income taxes were $3.8 million in Fiscal 1997. The provision
for income taxes was recorded only for the period subsequent to the
recapitalization of Fairchild Semiconductor Corporation. Prior to the
recapitalization, Fairchild International did not pay income taxes or file
income tax returns as it operated as a division of National Semiconductor. The
effective tax rate on income generated subsequent to the recapitalization is
39.1%.
ACQUISITION OF RAYTHEON
In connection with the acquisition of Raytheon, Fairchild International
allocated $15.5 million of the purchase price to in-process research and
development projects. This allocation represents the estimated fair value based
on risk-adjusted cash flows related to the incomplete products. At the date of
acquisition, the development of these projects had not yet reached technological
feasibility and the R&D in progress had no alternative future uses. Accordingly,
these costs were expensed as of the acquisition date.
Fairchild International used independent third-party appraisers to assess
and allocate values to the in-process research and development. The values
assigned to each purchased R&D project were determined by the income approach,
which includes an analysis of the markets, cash flows, and risks associated with
achieving such cash flows. Significant assumptions that had to be made using
this approach included projected revenues, operating margins and determining an
appropriate discount rate. The forecast for the in-process project related
products relied on sales estimates that were based on targeted market share,
pricing estimates and expected product life cycles. The discount rate utilized
for the acquired in-process technologies was estimated at 22.5% in consideration
of Fairchild International's 15% weighted average cost of capital. The discount
rate utilized for the in-process technology was determined to be higher than
Fairchild International's weighted average cost of capital due to the fact that
the technology had not yet reached technological feasibility as of the date of
valuation. The nature of the efforts necessary to complete the purchased R&D
projects relate to completing beta testing. Fairchild International estimates
that approximately $2.5 million of additional research and development will be
required to complete this product development through early 1999.
As of February 28, 1999, a subsequent review of the assumptions used in the
valuation of the Raytheon in-process R&D indicates that for most of the projects
identified, the actual revenues and profits realized from these projects were
materially less than originally estimated. These shortfalls were primarily a
result of overall weak market conditions during calendar 1998 which were driven
by the unfavorable Asian economic conditions, declines in demand in the PC
market, and overall competitive pricing pressures. The impact to Fairchild
International of these weaker results will not have a material adverse effect on
the overall results of Fairchild International, or its financial position.
LIQUIDITY AND CAPITAL RESOURCES
Fairchild International has a borrowing capacity of $100.0 million for
working capital and general corporate purposes under the revolving credit
facility. Fairchild International did not draw upon the revolving credit
facility in connection with the acquisition of the power device business.
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The senior credit facilities, the 10 1/8% Senior Subordinated Notes and the
10 3/8% Senior Subordinated Notes do, and other debt instruments Fairchild
International may enter into in the future may, impose various restrictions and
covenants on Fairchild International which could potentially limit Fairchild
International's ability to respond to market conditions, to provide for
unanticipated capital investments or to take advantage of business
opportunities. The restrictive covenants include limitations on consolidations,
mergers and acquisitions, restrictions on creating liens, restrictions on paying
dividends or making other similar restricted payments, restrictions on asset
sales, limitations on borrowing money, and limitations on capital expenditures,
among other restrictions. The covenants relating to financial ratios include
minimum fixed charge and interest coverage ratios and a maximum leverage ratio.
The senior credit facilities also limit our ability to modify our certificate of
incorporation, bylaws, shareholder agreements, voting trusts or similar
arrangements. In addition, the senior credit facilities, the 10 1/8% Senior
Subordinated Notes and the 10 3/8% Senior Subordinated Notes contain additional
restrictions limiting the ability of our subsidiaries to make dividends or
advances to our company. However, our subsidiaries are permitted without
material restrictions under our debt instruments to make dividends or advances
to Fairchild Semiconductor Corporation. We believe that those funds permitted to
be transferred to us, together with existing cash, will be sufficient to meet
our cash obligations. Fairchild International expects that its existing cash,
together with available funds from its amended senior credit facilities and
funds generated from operations, will be sufficient to meet its anticipated
operating requirements and to fund its research and development and capital
expenditures for the next twelve months. In the long-term, additional borrowing
or equity investment may be required to fund future acquisitions.
As of February 28, 1999, Fairchild International's cash and cash
equivalents balance was $5.4 million, a decrease of $1.1 million from May 31,
1998. On a pro forma basis, after giving effect to the acquisition of the power
device business, the financings in connection with the acquisition and the
application of the proceeds of such financings, Fairchild International's cash
and cash equivalents as of February 28, 1999 was $64.6 million.
During the nine months ended February 28, 1999, Fairchild International's
operations generated $20.0 million in cash compared to $108.7 million generated
in the first nine months of Fiscal 1998. The decrease in cash provided by
operating activities reflects a decrease in net income adjusted for noncash
items of $64.9 million as well as a decrease in cash flows from changes in
operating assets and liabilities of $23.8 million. Cash used in investing
activities during the first nine months of Fiscal 1999 totaled $33.4 million
compared to $170.3 million in the first nine months of Fiscal 1998. Capital
expenditures in the first nine months of Fiscal 1999 and Fiscal 1998,
respectively, were being made principally to purchase and install Fairchild
International's enterprise-wide information system and to increase capacity in
Fairchild International's assembly and test facilities. Cash provided by
financing activities of $12.3 million for the first nine months of Fiscal 1999
was the result of net proceeds from Fairchild International's revolving credit
facility of $21.6 million and repayments of long-term debt of $9.3 million. Cash
provided by financing activities of $33.3 million for the first nine months of
Fiscal 1998 was primarily the result of borrowings used to fund the acquisition
offset by repayments of long-term debt.
The cash flows of Fairchild International are equal to that of Fairchild
Semiconductor Corporation. Fairchild International has no cash requirements for
the next twelve months, other than to convert its 12% Series A Cumulative
Compounding Preferred Stock in connection with the offering, which had a
carrying amount of $87.7 million as of February 28, 1999.
During Fiscal 1998, Fairchild International generated sufficient cash from
operations to fund its research and development, capital expenditure and debt
service requirements. Fairchild International also used approximately $75.0
million of its existing cash to fund in part the acquisition of Raytheon.
Concurrent with the acquisition of Raytheon, Fairchild International borrowed
$90.0 million under a
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tranche C term loan under its then existing senior credit facilities, the
proceeds from which were used in part to repay the remaining principal on its
tranche B term loan under its then existing senior credit facilities. Research
and development expenditures are made primarily to fund new product development.
Capital expenditures in Fiscal 1998, and those anticipated for the remainder of
Fiscal 1999, are being made primarily to increase assembly and test capacity in
Fairchild International's manufacturing facilities and to purchase and install
an enterprise-wide information system. Capital expenditures for Fiscal 1999 are
expected to be approximately $50.0 million.
Fairchild International utilizes financial instruments to hedge its overall
exposure to the effects of foreign currency and interest rate fluctuations.
Fairchild International may utilize short-term forward and option contracts to
hedge currency exposure when deemed necessary for expenses denominated in
Malaysian ringgit and Philippine peso, as well as revenues denominated in
Japanese yen and the major European currencies. Deferred gains and losses from
hedging transactions were immaterial to Fairchild International's operating
results in all periods presented. Fairchild International does not speculate in
these financial instruments.
On January 1, 1999, 11 of the 15 countries which are members of the
European Monetary Union introduced a new currency called the "Euro." The
conversion rates between the Euro and the participating nations' currencies were
irrevocably fixed on January 1, 1999. Until January 1, 2002, either the Euro or
a participating country's present currency (a "national currency") will be
accepted as legal currency. Fairchild International has incorporated the
necessary changes to its information systems to allow it to conduct business in
Euros, the cost of which was not material. While it is not possible to predict
the impact the Euro will have on Fairchild International's business or on the
economy in general with certainty, we currently do not anticipate that the Euro
conversion will have a material adverse impact on Fairchild International's
results of operations or financial condition.
NATIONAL SEMICONDUCTOR RELATIONSHIP
Fairchild International and National Semiconductor have arrangements
relating to services and sale of Fairchild International's products as follows:
First, National Semiconductor has agreed to purchase products and services from
Fairchild International until June 11, 2000 under a foundry services agreement.
In Fiscal 1998, such sale of products and services to National Semiconductor
accounted for approximately 19% of Fairchild International's revenues. Second,
National Semiconductor has agreed to provide some of our administrative services
to Fairchild International under a transition services agreement. Third,
National Semiconductor has agreed to indemnify Fairchild International against
losses relating to infringement of intellectual property rights of third parties
under a technology licensing and transfer agreement.
In the fourth quarter of Fiscal 1998, National Semiconductor informed
Fairchild International that its demand would be significantly lower in Fiscal
1999 than in Fiscal 1998. This has resulted in significantly lower contract
manufacturing revenues in the first half of Fiscal 1999 as compared to the first
half of Fiscal 1998 and will result in substantially lower contract
manufacturing revenues throughout Fiscal 1999 as compared to Fiscal 1998. Such
reduced demand has and will continue to negatively impact factory utilization,
particularly in the 6-inch wafer fabrication plant in South Portland, Maine.
National Semiconductor, under the terms of the Asset Purchase Agreement with
Fairchild International, is obligated to purchase an aggregate of $330.0 million
of contract manufacturing services during the 39-month period which began March
11, 1997, including a minimum of $90.0 million and $80.0 million of contract
manufacturing services in Fiscal 1999 and Fiscal 2000, respectively. In
addition, National Semiconductor is obligated to cover a contractually
agreed-upon amount of fixed costs in Fairchild International's 6-inch wafer
fabrication plant in South Portland, Maine in Fiscal 1999. For the six-months
ended November 29, 1998, Fairchild International has billed National
Semiconductor $11.6 million for committed fixed cost absorption under the Asset
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Purchase Agreement. Despite recent indications that demand from National
Semiconductor will increase in the second half of Fiscal 1999, Fairchild
International does not believe National Semiconductor will meet its revenue
commitment in Fiscal 1999. In this event, the Asset Purchase Agreement requires
National Semiconductor to reimburse Fairchild International for unabsorbed fixed
costs and lost profit on the revenue shortfall. National Semiconductor has
reaffirmed its commitment to remain in compliance with the terms of the Asset
Purchase Agreement.
YEAR 2000 COMPLIANCE
In the fourth quarter of Fiscal 1997, Fairchild International commenced its
enterprise software system implementation project for the purpose of separating
from National Semiconductor's business systems. The system, which became
operational for several of Fairchild International's critical business processes
in the first half of Fiscal 1999, is year 2000 compliant. Additional modules of
the system are scheduled to be implemented throughout Fiscal 1999. Fairchild
International's business is dependent upon its information systems as an
integral part of all major business processes. Additionally, internal resources
have been redeployed to identify, test and correct year 2000 problems in other
systems throughout Fairchild International, including those systems embedded in
Fairchild International's machinery and equipment. Identification of systems and
equipment that are not year 2000 compliant has been completed. Fairchild
International is also reviewing the year 2000 readiness and compliance of its
principal suppliers of products and services, in order to identify and assess
any negative impacts that such non-compliances could have on Fairchild
International. In addition, Fairchild International is working with its
customers to identify potential year 2000 issues with its products. To date, no
issues have been identified. We expect that our assessments will be completed by
June 30, 1999. During the first nine months of Fiscal 1999, incremental amounts
incurred and charged to expense to identify, test and correct such other year
2000 problems were immaterial to the financial statements. Future incremental
expenditures are currently estimated to be approximately $1.0 million, the
majority of which should be incurred before the end of the second quarter of
Fiscal 2000. Although we believe Fairchild International's systems will be year
2000 compliant, the failure of Fairchild International's suppliers and customers
to address the year 2000 issue could result in disruption to Fairchild
International's operations and have a significant adverse impact on its results
of operations, the extent of which Fairchild International has not yet
estimated. Fairchild International is not actively engaged in preparing
contingency plans in the event that key suppliers or customers fail to become
year 2000 compliant. However, Fairchild International, in the ordinary course of
business, seeks to expand its customer base to lessen dependence on any one
customer for a significant portion of its revenues, and seeks second sources of
supply for its key products and services where appropriate.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
During and subsequent to Fiscal 1998, the Financial Accounting Standards
Board issued several new statements. SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information, establishes standards for reporting
information about operating segments in annual and interim financial statements.
This statement also establishes standards for related disclosures about products
and services, geographic areas and major customers. SFAS No. 131 is effective
for fiscal years beginning after December 15, 1997, but is not required in
interim periods in the first year of adoption. SFAS No. 132, Employers'
Disclosures about Pensions and Other Postretirement Benefits, amends provisions
of SFAS Nos. 87, 88 and 106. It revises employers' disclosures about pension and
other postretirement benefit plans. This statement is effective for fiscal years
beginning after December 15, 1997. SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, establishes accounting and reporting
standards for derivatives and hedging activities. It requires that
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<PAGE> 57
an entity recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value. SFAS No. 133 is
effective for fiscal years beginning after June 15, 1999.
The AICPA issued two new Statements of Position ("SOP") in Fiscal 1998. SOP
98-1, Accounting for Costs of Computer Software Developed or Obtained for
Internal Use, requires that companies capitalize certain internal-use software
costs upon meeting of certain criteria. This SOP is effective for fiscal years
beginning after December 15, 1998. SOP 98-5, Reporting on the Costs of Start-up
Activities, requires companies to expense start-up costs and organization costs
as they are incurred. This SOP is effective for fiscal years beginning after
December 15, 1998.
Fairchild International intends to adopt SFAS No. 131 and SFAS No. 132
effective for its consolidated financial statements for the fiscal year ending
May 30, 1999 and will retroactively adopt the provisions of SFAS No. 131 for the
year ended May 31, 1998. Fairchild International intends to adopt SOP 98-1 and
SOP 98-5 in Fiscal 2000 and SFAS No. 133 in Fiscal 2001. Adoption of SFAS No.
131 will only result in added disclosure and adoption of SOP 98-1 and SOP 98-5
is not expected to have a material effect on the consolidated financial
statements. Fairchild International is presently analyzing SFAS No. 132 and SFAS
No. 133, and has not yet determined their impact on Fairchild International's
consolidated financial statements.
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SELECTED HISTORICAL FINANCIAL DATA OF THE POWER DEVICE BUSINESS
The following table sets forth selected historical financial data of the
power device business. The historical financial data as of and for the years
ended December 31, 1996, 1997 and 1998 are derived directly from the audited
financial statements of the power device business included elsewhere in this
prospectus. The financial statements for the three years ended December 31, 1998
have been translated from South Korean Won into U.S. Dollars based on the
provisions of Statement of Financial Accounting Standards (SFAS) No. 52, Foreign
Currency Translation, and are presented in accordance with U.S. GAAP. For
historical financial information, assets and liabilities have been translated at
the exchange rate on the balance sheet date, and income statement amounts have
been translated using the weighted average of the exchange rates in effect
during the period. The income statement of the power device business has been
translated from Won into U.S. Dollars at the weighted average exchange rates of
805 Won, 951 Won and 1,399 Won to one U.S. Dollar for 1996, 1997 and 1998,
respectively. On June 29, 1999, the noon buying rate as reported by the Federal
Reserve Board of New York was 1,157.5 Won to one U.S. Dollar. This information
should be read in conjunction with the financial statements of the power device
business included elsewhere in this prospectus and "Management's Discussion and
Analysis of Financial Condition and Results of Operations of the Power Device
Business."
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1996 1997 1998
------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
HISTORICAL STATEMENT OF OPERATIONS DATA:
Revenue..................................................... $471.8 $478.1 $386.5
Gross profit................................................ $ 56.5 $131.0 $137.3
Research and development.................................... 18.6 19.2 15.2
Selling, general and administrative......................... 29.0 34.3 33.8
Litigation settlement expense............................... -- -- 58.0
------ ------ ------
Operating income............................................ $ 8.9 $ 77.5 $ 30.3
====== ====== ======
OTHER FINANCIAL DATA:
Revenue:
Discrete.................................................. $300.7 $286.4 $224.6
Analog.................................................... 117.4 154.3 145.3
Contract manufacturing services........................... 53.7 37.4 16.6
------ ------ ------
Total revenue............................................... $471.8 $478.1 $386.5
====== ====== ======
Depreciation and amortization............................... $ 49.0 $ 38.8 $ 22.3
Capital expenditures........................................ 118.1 10.9 8.6
HISTORICAL BALANCE SHEET DATA (END OF PERIOD):
Inventories................................................. $ 79.2 $ 50.5 $ 44.0
Total assets................................................ 340.1 188.6 170.3
Business equity............................................. 51.9 37.3 0.3
Cumulative translation adjustments.......................... (4.1) (18.6) (12.1)
</TABLE>
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE POWER DEVICE BUSINESS
The following discussion should be read in conjunction with the financial
statements and notes thereto of the power device business included elsewhere in
this prospectus.
OVERVIEW
The power device business designs, manufactures and markets power discrete
semiconductors and standard analog integrated circuits serving the personal
computer, industrial, telecommunications and consumer electronics markets. On
April 13, 1999, Samsung Electronics sold the power device business to Fairchild
International for approximately $406.8 million in cash, net of purchase price
adjustments. The power device business is headquartered in Bucheon, South Korea.
For all periods presented, the power device business has been operated as part
of the System LSI Division of Samsung Electronics. The operating results of the
power device business are not necessarily indicative of the results that would
have been obtained on a stand-alone basis. See Notes to Unaudited Pro Forma
Combined Condensed Financial Statements and Unaudited Supplemental Data.
The functional currency of the power device business is the Won. The
financial statements for the three years ended December 31, 1998, have been
translated into U.S. Dollars based on the provisions of SFAS No. 52, and are
presented in accordance with U.S. GAAP. The income statement of the power device
business has been translated into U.S. Dollars at the weighted average rates of
805 Won, 951 Won, and 1,399 Won to one U.S. Dollar for 1996, 1997 and 1998,
respectively.
The following table summarizes the composition of the revenues of the power
device business as a percentage of total revenues:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Trade sales to unaffiliated customers....................... 38.1% 40.9% 48.0%
Trade sales to Samsung Electronics and affiliated Samsung
companies................................................. 19.9 19.7 25.3
Trade sales to Foreign Sales Subsidiaries of Samsung
Electronics............................................... 30.6 31.6 22.4
----- ----- -----
Total product sales......................................... 88.6 92.2 95.7
Contract manufacturing revenues -- Samsung Electronics...... 11.4 7.8 4.3
----- ----- -----
Total.................................................. 100.0% 100.0% 100.0%
===== ===== =====
</TABLE>
As part of the acquisition of the power device business, Fairchild
International negotiated a Product Supply Agreement with Samsung Electronics,
which provides for guaranteed annual minimum levels of product purchases at
historical volumes and at current market-adjusted prices for three years. In
addition, the Product Supply Agreement stipulates that Samsung Electronics will
undertake its best efforts to assure that Fairchild International is established
as a preferred vendor of affiliated Samsung companies to the extent permissible
under applicable laws and regulations. The foreign sales subsidiaries of Samsung
Electronics re-sell products of the power device business to third party
customers in Asia, North America, Europe and Japan. As part of the acquisition
of the power device business, Fairchild International negotiated continued sales
support by the foreign sales subsidiaries of Samsung Electronics under a
Transitional Services Agreement for a period of three years. The power device
business provides wafer fabrication services to Samsung Electronics.
Historically, contract manufacturing revenues have been recorded at cost. As
part of the acquisition of the power device business, Fairchild International
negotiated a Foundry Sale Agreement with
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Samsung Electronics which is designed to generate Won-denominated profits
equivalent to $44.8 million over the next three years (assuming an exchange rate
of 1,200 Won to one U.S. Dollar).
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
RESULTS OF OPERATIONS. Net income was $15.7 million for 1998, compared to
$42.9 million for 1997. Net income for 1998 includes a one-time charge for a
settlement of a patent infringement lawsuit of $58.0 million which did not occur
in 1997. Excluding this one-time charge which will remain with Samsung
Electronics, net income was $73.7 million, an increase of 71.8% from 1997.
Operating income, excluding the one-time charge, was $88.3 million in 1998,
compared to $77.5 million in 1997, an increase of 13.9%. The increase in
operating income is due primarily to increased gross profit as a result of the
devaluation of the Won, lower depreciation and a full year's benefit of the
impact of cost reduction actions in 1998, which were undertaken during 1997.
Excluding the one-time charge, foreign currency gains and losses and
depreciation and amortization of $22.3 million and $38.8 million in 1998 and
1997, respectively, EBITDA was $110.6 million in 1998 as compared to $116.3
million in 1997. EBITDA is presented because we believe that it is a widely
accepted indicator of an entity's ability to incur and service debt. EBITDA
should not be considered as an alternative to net income, operating income, or
other consolidated operations and cash flow data prepared in accordance with
generally accepted accounting principles, as an indicator of the operating
performance of the Power Device Business, or as an alternative to cash flows as
a measure of liquidity.
Revenues. The revenues of the power device business are comprised of
product sales to third parties, Samsung Electronics and affiliated Samsung
companies and foreign sales subsidiaries of Samsung Electronics (95.7% and 92.2%
of total revenues in 1998 and 1997, respectively) and revenues from contract
manufacturing services provided to Samsung Electronics (4.3% and 7.8% of total
revenues in 1998 and 1997, respectively). Product sales decreased 16.1% to
$369.9 million in 1998 from $440.7 million in 1997, driven by soft market
conditions in the semiconductor industry and the devaluation of the Won. The
decrease in product sales was driven by falling average selling prices, offset
by an increase in unit sales volume of 3.0% year over year. The decrease in
average selling prices is the result of price competition driven by excess
capacity in the semiconductor industry.
Sales of discrete products, representing 60.7% and 65.0% of 1998 and 1997
product sales, respectively, decreased 21.6% in 1998 from 1997. The decrease was
due entirely to lower average selling prices, which declined approximately 24%
in 1998 due in part to the devaluation of the Won, offset by slightly higher
volumes. Sales of analog products, representing 39.3% and 35.0% of 1998 and 1997
product sales, respectively, decreased 5.8% in 1998 from 1997. The decrease was
entirely due to lower average selling prices, which declined approximately 11%
in 1998 due in part to the devaluation of the Won, offset by higher volumes.
Geographically, 87.5%, 6.6% and 5.9% of product sales were derived in Asia,
North America and Europe in 1998, respectively, compared to 85.9%, 8.1% and 6.0%
in 1997. Product sales fell in all regions in 1998 from 1997. Product sales
decreased 14.5%, 31.8% and 17.4% in Asia, North America and Europe,
respectively, in 1998 as compared to 1997. The power device business' product
sales are primarily denominated in U.S. Dollars.
Contract manufacturing revenues decreased 55.6% to $16.6 million in 1998
from $37.4 million in 1997. Contract manufacturing revenues are recorded at
cost. The decrease in 1998 from 1997 was driven by lower demand from Samsung
Electronics.
Gross Profit. Despite lower revenues, gross profit increased 4.8% to
$137.3 million in 1998 from $131.0 million in 1997. As a percentage of product
sales, gross profits were 37.1% in 1998, compared to 29.7% in 1997. The increase
in gross profit as a percentage of product sales was driven by the
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devaluation of the Won against the U.S. Dollar, as the power device business'
manufacturing cost structure is primarily Won-based, while revenues are
predominately U.S. Dollar-denominated. The Won devalued 47.1% against the U.S.
Dollar in 1998. As a result of the acquisition of the power device business,
Fairchild International is seeking to minimize its exposure to fluctuations in
the Won to U.S. Dollar exchange rate. Actions to reduce such exposure include
increasing revenues denominated in Won and decreasing costs denominated in Won
per the terms of agreements with Samsung Electronics. Other actions include
negotiating U.S. Dollar prices and payment terms with subcontractors and hedging
activities. In addition, gross profit as a percentage of product sales was
enhanced by a full-year's benefit of cost reduction actions, including
efficiencies realized from the transfer of wafer fabrication processes relating
to epitaxial fabrication, which is an intermediate step in wafer fabrication,
and assembly and test activities to other Samsung Electronics' facilities, which
was completed during 1997, offset by the negative effect of falling average
selling prices and reduced factory utilization in the second half of 1998 as the
power device business slowed production in an effort to reduce inventories.
Research and Development. R&D expenses decreased 20.8% to $15.2 million or
4.1% of product sales in 1998, compared to $19.2 million or 4.4% of product
sales in 1997. The decrease in R&D expenses is due primarily to the devaluation
of the Won against the U.S. Dollar, as R&D expenses are primarily denominated in
Won. In Won, R&D expenses increased approximately 16% in 1998 from 1997 due to
increased headcount and expenses related to the operation of a pilot assembly
line for package development in 1998 which the power device business did not
incur in 1997.
Selling, General and Administrative. SG&A expenses decreased 1.5% to $33.8
million or 9.1% of product sales in 1998, from $34.3 million or 7.8% of product
sales in 1997. The decrease in SG&A expenses is due to the devaluation of the
Won, offset by higher Won-based allocations.
Litigation Settlement. The power device business incurred litigation
settlement costs, payable by Samsung Electronics, of $58.0 million in 1998
resulting from the settlement of a patent infringement lawsuit. No such amounts
were incurred in 1997.
Interest Expense, Net. Interest expense, net was $4.2 million and $10.1
million in 1998 and 1997, respectively. Interest is recorded on the allocated
portion of corporate borrowings by Samsung Electronics and on the amortization
of capital lease obligations on assets held by the power device business. The
reduction in interest in 1998 from 1997 is due primarily to lower corporate
borrowings allocated to the power device business in 1998. Both the allocated
corporate borrowings and the capital lease obligations were retained by Samsung
Electronics as part of the acquisition of the power device business.
Foreign Currency Losses, Net. The power device business experienced
foreign currency losses of $0.9 million in 1998, compared to $5.9 million in
1997. The decreased loss in 1998 is due to moderating foreign exchange losses in
1998 over 1997. In late 1997, the power device business suffered large foreign
exchange transaction losses on accounts payable denominated in U.S. Dollars,
resulting from the sudden devaluation of the Won. Accounts receivable
denominated in U.S. Dollars are not similarly exposed due to one to two day
settlements under letter of credit arrangements. Such transaction losses
moderated during 1998 as the Won strengthened against the U.S. Dollar during the
year.
Income Taxes. Income tax expense was $9.5 million and $18.5 million in
1998 and 1997, respectively. The effective tax rate was 37.8% in 1998, compared
to 30.2% in 1997. The increase in the effective rate is due to the translation
of the patent infringement settlement at the 1998 year ending exchange rate for
purposes of calculating Won-based income tax expense, as opposed to the weighted
average exchange rate for translating U.S. Dollar income tax expense, in
accordance with SFAS No. 52.
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The effective tax rates on a Won-denominated basis were 28.8% and 30.2% in
1998 and 1997, respectively.
YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996
RESULTS OF OPERATIONS. Net income was $42.9 million for 1997, compared to
$2.8 million for 1996. Operating income was $77.5 million in 1997, compared to
$8.9 million in 1996. The increase in operating income is due primarily to
increased gross profit as a result of the devaluation of the Won, particularly
in the second half of 1997, lower depreciation and the favorable effect of cost
reduction actions undertaken during 1997. Excluding foreign currency gains and
losses and depreciation and amortization of $38.8 million and $49.0 million in
1997 and 1996, respectively, EBITDA was $116.3 million in 1997, compared to
$57.9 million in 1996.
Revenues. The revenues of the power device business are comprised of
product sales to third parties, Samsung Electronics and affiliated Samsung
companies and foreign sales subsidiaries of Samsung Electronics (92.2% and 88.6%
of total revenues in 1997 and 1996, respectively) and revenues from contract
manufacturing services provided to Samsung Electronics (7.8% and 11.4% of total
revenues in 1997 and 1996, respectively). Product sales increased 5.4% to $440.7
million in 1997 from $418.0 million in 1996. The increase in product sales was
driven by a 7.4% increase in unit shipments, offset by a slight decrease in
average selling prices.
Sales of discrete products, representing 65.0% and 71.9% of 1997 and 1996
product sales, respectively, decreased 4.7% in 1997 from 1996. The decrease was
due to lower average selling prices, which offset a 4% increase in sales
volumes. Sales of analog products, representing 35.0% and 28.1% of 1997 and 1996
product sales, respectively, increased 31.4% in 1997 from 1996. The increase was
due to higher sales volume across all product families and the sales ramp for
the proprietary Samsung Power Switch, offset by slightly lower average selling
prices.
Geographically, 85.9%, 8.1% and 6.0% of product sales were derived in Asia,
North America and Europe in 1997, respectively, compared to 86.4%, 7.7% and 5.9%
in 1996. Product sales increased in all regions in 1997 from 1996. Product sales
increased 4.8%, 11.4% and 6.1% in Asia, North America and Europe, respectively,
in 1997 compared to 1996. The power device business' product sales are
denominated primarily in U.S. Dollars.
Contract manufacturing revenues decreased 30.4% to $37.4 million in 1997
from $53.7 million in 1996. Contract manufacturing revenues are recorded at
cost. The decrease in 1997 from 1996 was driven by lower demand from Samsung
Electronics.
Gross Profit. Gross profit increased 132.2% to $131.0 million in 1997 from
$56.5 million in 1996. As a percentage of product sales, gross profits were
29.7% in 1997, compared to 13.5% in 1996. The increase in gross profit as a
percentage of product sales was driven primarily by the effect of a full-year's
benefit of cost reduction actions, including efficiencies realized from the
transfer of wafer fabrication processes relating to epitaxial fabrication, which
is an intermediate step in wafer fabrication, and assembly and test activities
to other Samsung Electronics' facilities, which was completed during 1997. In
addition, gross profit was negatively impacted by the devaluation of the Won
against the U.S. Dollar, particularly in the second half of 1997, as the power
device business' manufacturing cost structure is primarily Won-based. The Won
devalued 18.1% against the U.S. Dollar in 1997.
Research and Development. R&D expenses increased 3.2% to $19.2 million, or
4.4% of product sales in 1997 compared to $18.6 million or 4.4% of product sales
in 1996. The increase in R&D expenses is primarily due to increased headcount to
support new product and process development activities.
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Selling, General and Administrative. SG&A expenses increased 18.4% to
$34.3 million or 7.8% of product sales in 1997, from $29.0 million or 6.9% of
product sales in 1996. The increase in SG&A expenses is due primarily to
increased allocations from Samsung Electronics.
Interest Expense, Net. Interest expense, net was $10.1 million and $10.4
million in 1997 and 1996, respectively. Interest is recorded on the allocated
portion of corporate borrowings by Samsung Electronics and on the amortization
of capital lease obligations on assets held by the power device business. The
reduction in interest in 1997 from 1996 is due primarily to lower corporate
borrowings allocated to the power device business in 1997. Neither the allocated
corporate borrowings nor the capital lease obligations were assumed by Fairchild
International as part of the acquisition of the power device business.
Foreign Currency Losses, Net. The power device business experienced
foreign currency losses of $5.9 million in 1997, compared to $0.5 million in
1996. The increased loss is due to large foreign exchange losses on accounts
payable denominated in U.S. Dollars in late 1997, resulting from the sudden
devaluation of the Won. Accounts receivable denominated in U.S. Dollars are not
similarly exposed due to one to two day settlements under letter of credit
arrangements. Such a devaluation did not occur in 1996.
Income Taxes. Income tax expense was $18.5 million in 1997, as compared to
an income tax benefit of $4.8 million in 1996. The effective tax rate was 30.2%
in 1997. The effective tax rate for 1996 is not meaningful as the power device
business incurred a net loss before income taxes. Income tax benefits incurred
in 1996 represent an increase in deferred tax assets due to net operating losses
and R&D tax credits that will be utilized to offset future taxable income.
LIQUIDITY AND CAPITAL RESOURCES
The power device business' cash flows from operations are used to fund its
working capital, research and development and capital expenditure requirements,
as well as to support the overall cash requirements of Samsung Electronics. As
of December 31, 1998, the power device business had pro forma stockholder's
equity of $140.4 million.
In 1998, the power device business generated cash from operations of $128.1
million compared to $74.3 million in 1997. The increase is due to higher net
income adjusted for non-cash items and increased cash flows from changes in
operating assets and liabilities, principally trade accounts and notes
receivable. Cash used by investing activities was $5.7 million in 1998, compared
to $0.1 million in 1997. The increase was due to less proceeds received in 1998
for sales of property, plant and equipment, offset by lower capital
expenditures. Cash used in financing activities was $106.8 million in 1998,
compared to $157.1 million in 1997. The decrease was due to lower net corporate
borrowings and lower capital lease payments.
Over the past three years, the power device business has spent
approximately $135.9 million, primarily for a new wafer fabrication line.
Capital expenditures are expected to be approximately $20.0 million in 1999. The
power device business' future cash flows from operations may be used by
Fairchild International's subsidiaries for their working capital and financing
requirements.
YEAR 2000 COMPLIANCE
The power device business is dependent upon the information systems of
Samsung Electronics. Under the terms of an agreement with Samsung SDS Co., Ltd.
entered into in connection with the acquisition of the power device business,
Samsung SDS Co., Ltd. has agreed to provide information technology services to
the power device business and to support the use of its information systems by
the power device business for a three-year period following consummation of the
acquisition of the power device business. See "The Acquisition -- Transitional
Services Agreement." The terms of the
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agreement with Samsung SDS Co., Ltd. require them to insure the systems utilized
by the power device business are year 2000 compliant.
The power device business has deployed internal resources to identify, test
and correct year 2000 problems in other systems it employs, including those
embedded in its machinery and equipment. The power device business is also
reviewing the year 2000 readiness and compliance of its principal suppliers of
products and services, in order to identify and assess any negative impacts that
such non-compliances could have on the power device business. In addition, the
power device business is working with its customers to identify potential year
2000 problems with its products. To date, none have been identified. The power
device business expects to remedy all year 2000 problems with its other systems
by November 1999, and complete its assessments of its key suppliers' readiness
by October 1999. For 1998, 1997 and 1996, incremental amounts incurred and
charged to expense to identify, test and correct year 2000 problems were
immaterial to the financial statements. Future amounts expected to be incurred
are also believed to be immaterial. Although the power device business expects
its other systems will be year 2000 compliant, either the failure of Samsung
Electronics to make its systems year 2000 compliant or the failure of its key
suppliers and customers to address the year 2000 issue could result in
disruption to the operations of the power device business and have a significant
adverse effect on its results of operations, the extent of which cannot be
estimated. The power device business is in the process of developing contingency
plans in the event that certain or all of Samsung Electronics' systems fail to
become year 2000 compliant, or the operations of key suppliers or customers
become disrupted. Such contingency plans are expected to be completed by June
1999.
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INDUSTRY OVERVIEW
Semiconductors are the critical components used to create an increasing
variety of electronic products and systems. Since the invention of the
transistor in 1948, continuous improvements in semiconductor process and design
technologies have led to smaller, more complex and more reliable devices at a
lower cost per function. As performance has increased and size and cost have
decreased, semiconductors have expanded beyond their original primary
applications in computer systems to applications in telecommunications systems,
automotive products, consumer products and industrial automation and control
systems. In addition, system users and designers have demanded systems with
increased functionality, higher levels of performance, greater reliability and
shorter design cycle times, all in smaller packages at lower costs. These
demands have resulted in increased semiconductor content as a percentage of the
system costs of electronic products. The demand for electronic systems has also
expanded geographically with the emergence of new markets, particularly in the
Asia/Pacific region.
Historically, changes in production capacity in the semiconductor industry
and, to a lesser extent, demand for electronic systems have resulted in
pronounced fluctuations in prices and margins. However, we believe that the
following factors may limit the severity of future cyclical variations: the
development of new semiconductor applications, the increased semiconductor
content as a percentage of total system cost, the trend towards consolidation in
the industry, more moderate capital spending on production capacity and the
increased customer use of just-in-time supply systems that have reduced
inventory levels.
Additionally, these trends have helped build demand for multi-market
companies that can provide a wide range of building block semiconductors as a
single-source supplier. Utilizing a single supplier with a sufficiently broad
product portfolio contributes to a manufacturer's overall cost reduction, and
helps to simplify the production of electronic products and systems.
Since 1990, the semiconductor market has expanded at a compounded annual
growth rate of approximately 12.0%, primarily as a result of two factors. The
first is the rapidly expanding end-user demand for faster, smaller and more
efficient electronic devices, with a greater range of functionality and
reliability, at lower costs. The second is the increasing value of
semiconductors as a percentage of the cost of electronic systems. According to
Worldwide Semiconductor Trade Statistics, the worldwide semiconductor total
available market declined to $125.6 billion in 1998 from $137.2 billion in 1997.
The decline was due primarily to an industry-wide drop in average selling prices
due to industry overcapacity. In addition, during the same period, total
available market for the DRAM segment of the semiconductor market declined by
29.3%, compared to a decline of 4.9% for all other segments in the aggregate.
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SEMICONDUCTOR CLASSIFICATIONS
The following table sets forth the worldwide semiconductor total available
market in each of the three product functions of the semiconductor industry:
<TABLE>
<CAPTION>
WORLDWIDE SEMICONDUCTOR TOTAL AVAILABLE MARKET(1)
------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997 1998 CAGR(2)
----- ----- ----- ----- ------ ------ ------ ------ ------ -------
(DOLLARS IN BILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Micro components............. $ 9.2 $11.4 $13.9 $19.1 $ 23.8 $ 33.4 $ 39.8 $ 47.8 $ 47.3 22.7%
Memory:
Volatile................... 8.7 9.1 11.4 16.4 27.2 46.9 29.9 23.6 17.9
Non-volatile............... 3.1 3.1 3.4 4.8 5.3 6.6 6.1 5.7 5.1
----- ----- ----- ----- ------ ------ ------ ------ ------
Total memory............. 11.8 12.2 14.8 21.3 32.5 53.5 36.0 29.3 23.0 8.7
Moving/Shaping............... 29.6 31.0 31.1 37.0 45.6 57.5 56.1 60.1 55.3 8.1
----- ----- ----- ----- ------ ------ ------ ------ ------
Total.................... $50.5 $54.6 $59.9 $77.3 $101.9 $144.4 $132.0 $137.2 $125.6 12.0
===== ===== ===== ===== ====== ====== ====== ====== ======
</TABLE>
- -------------------------
(1) According to Worldwide Semiconductor Trade Statistics. Due to rounding, some
totals are not arithmetically correct sums of their component figures.
(2) Compounded annual growth rate. Represents the compounded annual growth rate
for the semiconductor industry since 1990.
The semiconductor industry can be divided into three product functions:
microcomponents, memory and moving and shaping. Microcomponents include
microprocessors and microcontrollers that process data according to instruction
sets embedded within the semiconductors themselves. These are considered the
"brains" of the electronic system and are at the center of the system
architecture. Memory includes two types of memory devices, volatile and
non-volatile, that store data and instructions. Volatile memory devices, which
need continual application of electricity to retain data, can be segmented into
DRAM (dynamic random access memory), SRAM (static random access memory) and VRAM
(video random access memory). Non-volatile devices, which retain data after
power to the device has been shut off, can be segmented into ROM (read-only
memory), EPROM, EEPROM and FLASH (memories that enable high speed electrical
reprogramming). Moving and shaping includes the moving of commands and the
shaping of signals to enable electronic devices to perform intended functions,
including moving information into memory or from one sub-system to another, or
allowing microprocessors to process data.
Semiconductors are either analog/mixed signal, where electronic signals are
not viewed as "one" and "zero," or digital integrated circuits, such as logic
devices, that do rely on ones and zeroes to control the operation of electronic
systems. Furthermore, semiconductors are classified as either standard
components or application-specific components. Multi-market standard components
are used by a large group of systems designers for a broad range of
applications, while application-specific components are designed to perform
specific functions in specific applications.
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FAIRCHILD INTERNATIONAL MARKETS
The following table sets forth information with respect to worldwide
semiconductor sales by product family and process technology in which we
participate:
<TABLE>
<CAPTION>
WORLDWIDE SEMICONDUCTOR SALES(1)
----------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997
---- ---- ---- ----- ----- ----- ----- -----
(DOLLARS IN BILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MOVING & SHAPING:
ANALOG
Standard Linear.............. $3.0 $3.0 $3.1 $ 3.8 $ 4.7 $ 5.7 $ 5.5 $ 6.2
Mixed Signal................. 4.8 5.3 5.6 6.9 8.9 10.9 11.5 13.6
---- ---- ---- ----- ----- ----- ----- -----
Total..................... $7.8 $8.3 $8.7 $10.7 $13.6 $17.6 $17.0 $19.8
==== ==== ==== ===== ===== ===== ===== =====
DISCRETE
DMOS Power................... $0.6 $0.7 $0.8 $ 1.1 $ 1.4 $ 2.1 $ 2.2 $ 2.2
Bipolar...................... 4.2 4.2 4.1 4.6 5.5 7.1 6.2 6.1
IGBT......................... -- -- -- -- -- 0.5 0.6 0.6
---- ---- ---- ----- ----- ----- ----- -----
Total..................... $4.8 $4.9 $4.9 $ 5.7 $ 6.9 $ 9.7 $ 9.0 $ 8.9
==== ==== ==== ===== ===== ===== ===== =====
LOGIC
Bipolar...................... $1.5 $1.4 $1.3 $ 1.5 $ 1.3 $ 1.3 $ 0.9 $ 0.9
CMOS/BiCMOS.................. 1.1 1.1 1.0 1.4 1.8 2.3 2.1 2.4
---- ---- ---- ----- ----- ----- ----- -----
Total..................... $2.6 $2.5 $2.3 $ 2.9 $ 3.1 $ 3.6 $ 3.0 $ 3.3
==== ==== ==== ===== ===== ===== ===== =====
MEMORY:
NON-VOLATILE MEMORY
EPROM........................ $1.6 $1.4 $1.2 $ 1.3 $ 1.4 $ 1.4 $ 1.1 $ 0.7
EEPROM(2).................... 0.2 0.2 0.5 0.7 0.7 0.9 0.9 0.9
---- ---- ---- ----- ----- ----- ----- -----
Total..................... $1.8 $1.6 $1.7 $ 2.0 $ 2.1 $ 2.3 $ 2.0 $ 1.6
==== ==== ==== ===== ===== ===== ===== =====
</TABLE>
- -------------------------
(1) All data other than data for EEPROM, according to Worldwide Semiconductor
Trade Statistics. Due to rounding, some totals are not arithmetically
correct sums of their component figures. In addition, 1998 data are not yet
available.
(2) According to ICE Corporation.
MOVING AND SHAPING MARKETS
Analog Market. Analog products are used to shape or condition electrical
signals, to amplify electrical signal strength, to convert electrical signals to
and from digital "one or zero" levels, to regulate voltage levels and to provide
interfaces between other products within an electrical system. The analog market
is split into two major segments: Standard Linear and Mixed Signal. The Standard
Linear market is comprised of building block products such as amplifiers,
voltage regulators, data conversion, interface circuits, and comparators. These
products are used in all end systems, from computers and telecommunications, to
industrial, automotive and consumer applications. The Mixed Signal market
consists of more complex analog products, which also contain some digital
circuitry for timing, information control and data flow. Mixed Signal products
are often developed for specific
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<PAGE> 68
applications, such as video encoding, hard disk drive control, data
transmission, motor control and power supply control. We compete in both the
Standard Linear and Mixed Signal markets.
Discrete Market. The discrete business, unlike logic and memory, is highly
fragmented and composed of dozens of middle market players. Discrete devices
consist of individual diodes or transistors, whereas integrated circuits (such
as memory or logic devices) combine millions of functions into a "single chip"
of silicon to form a more complex circuit. Discrete products are differentiated
almost entirely on the basis of performance, as opposed to on the basis of
function as in the integrated circuit market. We participate in both the power
and small signal discrete markets, manufacturing devices that condition power or
signals for use by other devices. While small signal discrete markets have
generally grown at slower, but more stable, rates than integrated circuit
markets, the power discrete market is rapidly growing due to the increasing
importance of power management, particularly in portable applications (e.g.,
pagers and notebook computers).
Standard Logic Market. Logic devices are integrated circuits that control
the operation of electronic systems and move data. The standard logic market is
fully digital and has five major participants, of which we are one of the
leaders. Standard logic products are fabricated through three primary process
technologies: Bipolar, CMOS and BiCMOS. Bipolar technology is targeted for high
speed applications while CMOS technology allows the manufacturer to create a
denser chip, consuming less power and generating less heat. BiCMOS is a hybrid
of Bipolar and CMOS. While Bipolar semiconductors were once used extensively in
large computer systems, CMOS has become the most prevalent technology,
particularly for devices used in portable personal computer systems. Given the
growing demand for portability, use of CMOS technology is expected to continue
to expand; however, the demand for Bipolar is expected to continue as a result
of its lower cost and suitability for particular applications.
MEMORY MARKET
Non-Volatile Memory Market. The memory market is comprised of volatile
memory devices (DRAM, SRAM and VRAM) and non-volatile memory devices (ROM,
EPROM, EEPROM and FLASH). Volatile memory devices need continual application of
electricity to retain data, while non-volatile memory retains data after the
power to the device has been turned off. Most of the historic economic
cyclicality in the semiconductor industry has been attributable to the volatile
memory market, as evidenced by a 29.3% decline in 1998 market sales versus a
4.9% decrease for the microcomponents, moving & shaping and non-volatile memory
markets.
We produce standard EPROM and EEPROM products, but also fabricate
application-specific EEPROM devices. We have standardized the
application-specific nature of the EEPROM process, having designed it to perform
functions in a specific application, but not be proprietary for any single
customer. EEPROMs are being used extensively due to their ease of
programmability, and the demand for these products is growing rapidly. The
EEPROM market has grown at a compounded annual growth rate of 24.0% from 1990 to
1997, ahead of the overall semiconductor market growth. EEPROMs are somewhat
isolated from FLASH products, as they serve different market needs.
Reprogrammable EEPROMs are used in many products to store frequently used phone
numbers (fax machines), store accumulated phone time (cellular phones) and
change authorization codes (keyless security systems). EPROMs have been losing
market share to FLASH products because FLASH memories are easily programmable
and have higher data densities. However, there is a level of EPROM demand that
is not economically served by FLASH. As a result, EPROMs are still utilized in
virtually all segments of the low-end consumer electronic market (e.g.,
answering machines, garage door openers and washing machines), where storage of
the instruction set for the microcontrollers require less than 2 Mb.
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<PAGE> 69
BUSINESS
GENERAL
Fairchild International is the largest independent semiconductor company
focused solely on multi-market products. We design, develop and market analog,
discrete, logic and non-volatile memory semiconductors. Within our multi-market
products portfolio, we are particularly strong in providing discrete and analog
power management solutions. Multi-market products are the building block
components for virtually all electronic devices, from sophisticated computers
and internet hardware to telecommunications equipment to household appliances.
Because of their basic functionality, our products provide customers with
greater design flexibility than more highly integrated products and improve the
performance of more complex devices or systems. Given such characteristics, our
products have a wide range of applications. Our products are sold to customers
in the personal computer, industrial, telecommunications, consumer electronics
and automotive markets.
With a history dating back more than 35 years, Fairchild Semiconductor
Corporation's predecessors were among the original founders of the semiconductor
industry. The original Fairchild Semiconductor Corporation was established in
1959 as a provider of memory and logic semiconductors. Fairchild Semiconductor
Corporation was acquired by Schlumberger in 1979. National Semiconductor
acquired Fairchild Semiconductor Corporation from Schlumberger in 1987, and
fully integrated it into its operations. Pursuant to the recapitalization of
Fairchild Semiconductor Corporation, National Semiconductor spun-off the assets
of Fairchild Semiconductor Corporation as an independent company on March 11,
1997. At the time of the recapitalization, Fairchild Semiconductor Corporation
consisted of the discrete, logic and non-volatile memory businesses of National
Semiconductor. On December 31, 1997, Fairchild Semiconductor Corporation
acquired Raytheon Semiconductor, Inc., a wholly owned subsidiary of Raytheon
Company, for approximately $117.0 million in cash. Raytheon Semiconductor
designs, manufactures and markets high-performance analog and mixed signal
semiconductors for the personal computer, communications, broadcast video and
industrial markets. Raytheon Semiconductor was combined with the Non-Volatile
Memory Products Group to form the Analog, Mixed Signal and Non-Volatile Memory
Products Group. Fairchild International's other product groups include the
Discrete Power and Signal Technologies Group and the Logic Products Group.
On April 13, 1999, we purchased the power device business from Samsung
Electronics for approximately $406.8 million, net of purchase price adjustments.
The power device business designs, manufactures and markets power discrete
semiconductors and standard analog integrated circuits serving the personal
computer, industrial, telecommunications and consumer electronics markets. The
power device business has developed a number of new product designs with
industry leading performance characteristics, such as its recent process
developments in trench technology and silicon bonding. The acquisition of the
power device business not only enhances our analog and power discrete product
offerings, but also provides us with a greater market presence in South Korea.
The acquisition of the power device business also provides us with additional
revenue opportunities through our relationship with Samsung Electronics:
- Samsung Electronics is required to purchase guaranteed minimum annual
levels of products from the power device business based on historical
volumes and market prices for a three-year period according to terms of a
product supply agreement.
- We are required to provide contract manufacturing services in the form of
wafer foundry services for Samsung Electronics for a three-year period
according to the terms of a foundry sale agreement. The agreement is
designed to provide us levels of profitability totaling (WON) 53,700
million over three years.
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In connection with the acquisition of the power device business, we have
obtained a full income tax holiday for a period of seven years in South Korea.
The power device business added approximately 1,455 employees, most of whom work
at its wafer fabrication facilities in South Korea, to Fairchild International's
existing work force of approximately 6,500.
GROWTH STRATEGY
Our objective is to be the leading supplier of multi-market semiconductors
to the worldwide personal computer, industrial, telecommunications, consumer
electronics and automotive industries. Our business strategy emphasizes the
following key elements:
MAINTAIN HIGH QUALITY SERVICE. We seek to distinguish our service by
providing the industry's best support services, including electronic order
entry, just-in-time delivery and a full range of Internet services that provide
device specifications and order entry for samples. Since 1997, we have invested
in a number of innovative programs in order to deliver superior customer service
including:
- developing and maintaining four customer response centers staffed with
experienced employees to provide a link between customers and our design
engineers, manufacturing operations and sales personnel;
- creating a vice president of customer service position and establishing
customer focus teams and field application engineering teams;
- installing a state-of-the-art company-wide PeopleSoft enterprise software
system which provides a fully integrated order management, inventory and
manufacturing system;
- centralizing and consolidating our finished goods warehouse functions to
a primary site in Penang, Malaysia. This site, together with a Federal
Express shipment arrangement, facilitates timely movement of products
worldwide to end customers.
INTRODUCE NEW PRODUCTS. We are focused on expanding our customer base and
increasing our market share by continuing to develop new products and enhance
our current product portfolio to capitalize on industry trends. In Fiscal 1998,
our first full year as a stand-alone company, Fairchild International introduced
over 200 new products, approximately twice the number of new products introduced
in Fiscal 1997. In 1998, the power device business introduced approximately 85
new products.
INCREASE MARKET PENETRATION OF EXISTING PRODUCTS. We are uniquely
positioned, as the only global semiconductor company focused solely on
multi-market semiconductors, to dedicate our sales and marketing efforts toward
expanding our market share of existing products. Our internal sales force,
authorized representatives and distributors continue to expand customer
information programs, including technical specifications, application notes and
on-line services, and augment our trade advertising and comprehensive customer
support efforts which facilitate the incorporation of our products into our
customers' designs.
MAKE SELECTED SYNERGISTIC ACQUISITIONS. We intend to pursue strategic
acquisitions of companies that will complement our existing business by
expanding our product offerings, research and development capabilities and
market share. In addition to the acquisition of the power device business, we
acquired Raytheon Semiconductor, Inc. from Raytheon Company in December 1997.
That acquisition provided us with the opportunity to enter the approximately
$19.0 billion analog market.
CONTINUE TO IMPROVE MANUFACTURING EFFICIENCY. We have made significant
capital expenditures to increase capacity and improve manufacturing efficiency.
Although we believe that our wafer fabrication plants and assembly and test
facilities are among the most productive and efficient in the industry, we will
continue to invest in our people and assets in order to increase productivity
and
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enhance process efficiency. We are currently in the process of transferring our
analog wafer fabrication plants from our Mountain View, California facility to
our South Portland, Maine facility, which is expected to reduce our wafer costs
by two-thirds.
COMPANY STRENGTHS
We believe our core strengths are the following:
BREADTH OF PRODUCT PORTFOLIO. We provide our customers with one of the
largest product offerings in the industry for analog, discrete, logic and
non-volatile memory devices. Our analog device portfolio comprises over 2,300
products, including offerings in 92 of the top 100 best-selling analog product
types by volume. Our discrete device portfolio comprises over 4,000 products and
we believe it is one of the most comprehensive power device portfolios in the
industry. We develop products for a wide range of market applications, reducing
our dependence on any single product, application or market. In addition, we
believe that our ability to provide our customers with multiple products meets a
growing need for a single source of supply among our end users.
LEADERSHIP IN POWER SOLUTIONS. We believe there is an increasing demand
for a combination of sophisticated computing and communication capabilities,
frequently in the form of portable devices. We are a leader in providing
solutions for managing the power required to operate such devices. Our combined
analog and discrete offering provides a complete solution for power management:
- Analog: We provide specific solutions for power conversion, temperature
sensing, management functions, battery chargers and motor controls.
- Power Discrete: We provide a comprehensive solutions for managing power
from the original source to end products such as computers, cellular
phones and network devices. Our portfolio of products includes
low-voltage products, such as power and signal MOSFETs and bipolar
devices, and high-voltage products, such as high-power MOSFETs, IGBTs,
Smart Power Switches and high-power bipolar transistors.
HIGH QUALITY CUSTOMER SERVICE. Our customers recognize us for our high
quality of service. They require a reliable source of supply, often in high
volumes and with short lead times, demand quick responses to technical questions
and seek support in designing new applications which use our products. Because
we are an independent company focused solely on multi-market products, all of
our service and support efforts are tailored to meet these customer needs. As a
result of our efforts, we have recently received numerous customer and industry
awards, including supplier awards from Compaq Computer Corp., Siemens AG and
Acer Inc. and the European Mid-Size Vendor of the Year award from Dataquest.
HISTORY OF PRODUCT INNOVATION. Our success in introducing new products has
been an important source of our growth and profitability. We have been a
significant innovator in the multi-market segment of the semiconductor industry
with several leading edge technologies and industry firsts, including our
introduction of High Speed CMOS in the late 1970s, FAST(R) and FACT(TM) in the
1980s and Low Voltage Logic products, DMOS Power MOSFETs using trench technology
and IGBT using silicon bonding technology in the 1990s. Since June 1997, we have
introduced approximately 300 new products.
DIVERSE AND BLUE-CHIP CUSTOMER BASE. Our diverse customer base, which
spans a wide spectrum of end user markets, enables us to avoid some of the
volatility that may be encountered in specific semiconductor markets. We serve
more than 50,000 customers worldwide, with no single customer, other than
National Semiconductor and Samsung Electronics, providing more than 5% of our
pro forma Fiscal 1998 total revenue. Customers in our end user markets include
industry leaders such as Compaq, Ericsson, Lucent, Nortel Networks, Samsung
Electronics and Siemens.
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EXPERIENCED MANAGEMENT. Our senior management team consists of seven
individuals who have on average approximately 25 years of experience in the
semiconductor industry and includes:
- Kirk P. Pond (Chief Executive Officer): Mr. Pond, with over 30 years of
experience in the semiconductor industry, has held various senior
management positions at Texas Instruments Incorporated and was the Chief
Operating Officer of National Semiconductor.
- Joseph R. Martin (Chief Financial Officer): Mr. Martin, with over 20
years of experience in the semiconductor industry, has held various
senior financial positions with National Semiconductor, including Vice
President of Finance, Worldwide Operations.
In March 1997, Mr. Pond, Mr. Martin and other key employees of Fairchild
International made an aggregate cash investment of $6.8 million in our company.
Such individuals currently own approximately 17.1% of our outstanding common
stock.
CUSTOMERS AND APPLICATIONS
Fairchild International designs, develops and manufactures products that it
supplies to more than 50,000 customers. As a result of the acquisition of the
power device business, we provide a wide range of more than 10,000 analog,
discrete, logic and non-volatile memory products to our diverse customer base.
Our position as a strategic supplier of basic and essential semiconductor
products fosters close relationships with customers. These relationships result
in additional growth opportunities for sales of existing products as well as
early knowledge of customers' evolving requirements and opportunities arising
from the related development of their new products.
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The following table sets forth our principal end-user markets, the
percentage of pro forma trade revenue generated from each end-user market,
certain applications for our products and certain of our customers. Products
from each of our businesses are used throughout each of the major end-user
markets set forth below.
<TABLE>
<CAPTION>
CONSUMER
PERSONAL COMPUTERS INDUSTRIAL AND OTHER TELECOMMUNICATIONS ELECTRONICS AUTOMOTIVE
END MARKETS: -------------- ------------------ -------------------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C>
PERCENTAGE OF OUR TRADE 40% 25% 15% 16% 4%
REVENUE(1):
- -------------------------------------------------------------------------------------------------------------------------------
APPLICATIONS: Chips for Industrial Central office Cable television Airbags
smartcards automation and switching systems systems Antiskid braking
Disk drives control Data Network Compact disc kits
Internet hardware Intelligent power equipment players Automotive
Monitors switches Cellular Home security entertainment
Network Lighting systems telephones systems systems
controllers Motor controllers ISDN controllers Household Central locking
Optical scanners Power supplies Modems appliances systems
PDA Smartcard readers PBX systems Pay television Fuel injection
Printers Set-top boxes decoders circuits
PC motherboards Satellite Ignition circuits
receiver Transmission
decoding circuits control circuits
VCR
- -------------------------------------------------------------------------------------------------------------------------------
CUSTOMERS: Apple Allen Bradley AT&T Canon Bosch
Compaq American Power Alcatel Creative Design Chrysler
Dell Honeywell Ericsson Daewoo Delco Electronics
Gateway Reliance Lucent LG Electronics Ford
Hewlett-Packard Siemens Technologies Motorola Mitsubishi
IBM Tektronics Nokia Samsung Teves
Intel Teradyne Nortel Networks Electronics Toyota
NEC Samsung Sony
Samsung Electronics Thompson
Electronics Siemens Consumer
Seagate Technology Zenith
Toshiba
- -------------------------------------------------------------------------------------------------------------------------------
EXAMPLE OF PRODUCT Computer Electric motor Portable phone VCR Engine control
APPLICATION: assembly line
control
- -------------------------------------------------------------------------------------------------------------------------------
INPUT: Turn on computer Start motor assembly Turn on phone Program VCR to Start car
conveyor record
- -------------------------------------------------------------------------------------------------------------------------------
WHAT THE PRODUCT DOES: Boot up program Analog device to Power is routed EEPROM memory is Program in EPROM
moves from detect ground faults from battery to programmed to memory directs
EPROM to main active circuits start VCR fuel mixture
memory via logic by a discrete
chip; logic chips DMOS transistor
communicate
between main
memory and
processor
- -------------------------------------------------------------------------------------------------------------------------------
RESULT: Spreadsheet Potential electrical A phone call is Program is Car runs smoothly
application is hazard is made recorded with fewer
accessed eliminated emissions
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 1998 combined trade revenues include those of Fairchild International for
the twelve-month period ended November 29, 1998 and those of the power
device business for the twelve-months ended December 31, 1998 and are
presented to be consistent with the data reported by Worldwide Semiconductor
Trade Statistics.
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PRODUCTS AND TECHNOLOGY
We design, develop and manufacture a broad range of products used in a wide
variety of microelectronic applications, including personal computer,
industrial, telecommunications, consumer products and automotive systems. Our
products are organized into three principal products groups: the Analog, Mixed
Signal and Non-Volatile Memory Products Group, the Discrete Power and Signal
Technologies Group, and the Logic Products Group.
ANALOG, MIXED SIGNAL AND NON-VOLATILE MEMORY PRODUCTS GROUP
ANALOG AND MIXED SIGNAL PRODUCTS
This product line designs, manufactures and markets high-performance analog
and mixed signal integrated circuits for the personal computer, industrial,
consumer electronics and broadcast video markets. These products are
manufactured using leading-edge CMOS, BiCMOS, DMOS and bipolar technologies.
Analog and mixed signal products represent a significant long-term growth area
of the semiconductor industry. The increasing demand to integrate high
performance microprocessor-based electronics in equipment ranging from personal
computers to scientific instrumentation, telecommunications and data
communications networks has led analog and mixed signal semiconductor suppliers
to create designs that have higher levels of integration to reduce space and
power requirements and provide greater functionality, all at lower cost. We
offer over 2,300 analog device products, including offerings in 92 of the top
100 best selling (in terms of volume) analog product types by volume. Major
competitors include Analog Devices, Burr Brown, Linear Technology, Harris,
Motorola, Philips and Semtech.
Analog. Analog products control continuously variable functions such as
light, color, sound and power. They enable human beings to interface with the
digital world. We provide analog products that solve problems relating to power
conversion, temperature sensing, management functions, battery chargers and
motor controls. Our Smart Power Switch is a proprietary, multichip module
consisting of a power management integrated circuit and a MOSFET. Smart Power
Switches provide a solution for off-line power converter designs in power
supplies, battery chargers, PC peripherals, and home and consumer applications.
We also offer a mix of mature products, such as operational amplifiers, audio
amplifiers, regulators, compurators, references and timers, and ground fault
interrupters, which continue to generate significant revenues due to their long
product life cycles.
Mixed Signal. Mixed signal products are those which can process both
analog and digital information. Our mixed signal offerings include analog to
digital converters, digital to analog converters and market-leading digital
video encoders and decoders sold to manufacturers of high-end video equipment
and set top boxes.
We believe our Analog product portfolio is further enhanced by a wide
variety of packaging solutions that we have developed. These solutions include
surface mount and tiny packages.
NON-VOLATILE MEMORY PRODUCTS
Fairchild International designs, manufactures and markets non-volatile
memory circuits which retain data after power to the device has been shut off.
We offer an extensive portfolio of high performance serial EEPROM and EPROM
products. We do not participate in the FLASH market segment. EPROMs are
electrically programmable read-only memories. These non-volatile memory devices
are used in the personal computer, industrial, telecommunications, consumer
electronics and automotive systems. Major competitors include ST
Microlectronics, Advanced Micro Devices, Atmel, Xicor and Microchip Technology.
EEPROMS. EEPROMs are used primarily to store changing information in
consumer products and automotive applications such as microwaves, televisions,
stereos and automotive controls.
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EEPROMs are one of the growth products in the group and a focus of non-volatile
memory research and development expenditures. We serve the serial EEPROM market
with product offerings in (i) standard EEPROM and (ii) Application Specific
Standard Products. Our standard EEPROM products serve each of the three bus
interface protocols used with all industry standard microcontrollers. Our
Application Specific Standard Products are individually developed for specific
applications and combine our core EEPROM competencies with logic capabilities.
Our Application Specific Standard Products serve three applications groups:
HiSeC, Plug and Play and SPD. HiSeC, introduced in 1994, is a single chip remote
keyless entry solution which operates complex rolling codes for secure entry.
The device is intended for applications such as automotive keyless entry
systems, garage door openers and other applications where secure transmission of
a code is critical. Plug and Play devices allow manufacturers of computer add-on
cards to automatically configure their cards for the host system. SPD,
introduced in 1996, allows a computer to identify specifications of an add-on
memory module and is used in memory upgrade products. Since Fairchild
Semiconductor Corporation's spin-off from National Semiconductor, Fairchild
Semiconductor Corporation's market share in the growing Serial EEPROM market
($910 million total available market) has grown by 10.2%.
EPROMS. The ability of EPROMs to be programmed electrically by the
equipment manufacturer enables them to achieve shorter time to market for new
products than if they used products that must be programmed by the chip
manufacturer. Today, EPROMs are primarily utilized in applications where storage
of the instruction sets for microcontrollers requires less than 2 Mb in density,
which is virtually all segments of the low-end consumer electronic market (e.g.,
answering machines, garage door openers and washing machines). The EPROM market
is declining as FLASH becomes cost-effective at lower densities. As a result, we
are incurring minimal research and development expenditures in this product
line. We currently sell EPROMs in densities ranging from 64K to 4Mb. In Fiscal
1998, we had a market share of 4.4% in the EPROM market ($740 million total
available market).
DISCRETE POWER AND SIGNAL TECHNOLOGIES GROUP
Discrete devices are individual diodes or transistors that perform basic
signal amplification and switching functions in electronic circuits. Driving the
long-term growth of discretes is the increasing importance of power management,
particularly in portable applications (e.g., pagers and notebook computers). We
participate in both the power and small signal discrete markets using our DMOS
and Bipolar technologies, manufacturing semiconductors that condition (or shape)
power or signals for use by other devices. The acquisition of the power device
business added significantly to our discrete product portfolio, with only small
signal transistors overlapping with our existing portfolio. While the world
market is dominated by such multinational semiconductor manufacturers as
Toshiba, Motorola and Philips, a significant portion of the industry is
fragmented where competition is primarily on a regional basis. Other competitors
include Siliconix and International Rectifier.
DMOS. DMOS discrete devices are used to convert, switch or otherwise shape
or condition electricity. We offer a wide range of DMOS power MOSFETs designed
for low and high voltage applications over a wide range of performance
characteristics, power handling capabilities and package options. We are
focusing on DMOS as our growth area due to the trend towards smaller and lighter
products and longer battery life, as well as batteries with built-in smart
functions. DMOS products are the focus of our research and development
expenditures. These expenditures have been directed primarily toward the
development of our leading-edge Trench technology. These products are
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commonly found in portable computers and peripherals, portable telephones,
automobiles, and battery-powered devices. Our DMOS products include:
Low Voltage MOSFET. This product line is focused on developing products in
the Low Voltage DMOS area in support of the trend towards smaller and lighter
products, longer battery life expectancy, as well as batteries with built-in
smart functions. Research and development efforts and expenditures have been
directed towards the development of our leading edge Trench Technology. The
combination of leading edge wafer fabrication processes and new packaging
technology continues to allow our Low Voltage DMOS product families to set new
standards for low resistance and high current performance in miniature surface
mount power packaging. Our Low Voltage DMOS products are commonly found in
portable computers and peripherals, portable telephones, automobiles and
battery-powered devices.
High Voltage MOSFET. This product line offers a wide variety of HV MOSFET
devices designed for high voltage applications (200V to 900V) over a wide range
of performance characteristics, power handling capabilities and package options.
The product portfolio includes both N channel and P channel devices using
proprietary HDMOS process technology. These products are commonly found in power
system applications including flyback and forward converters and power factor
correction in switch-mode power supplies (SMPS).
IGBT. This product line offers very high voltage devices (600V to 1500V)
in a variety of package options. A proprietary silicon bonding process is being
used in the production of this family of products. Typical applications for
these devices are motor control, inverters, robotics, servo controls, power
supply and lamp ballast. IGBT will be a focused growth product line as more
industrial applications are designing products using this technology.
Bipolar. We manufacture and sell a wide range of bipolar discretes,
including single junction glass diodes, small signal transistors, bipolar power
transistors, JFETs and Zener diodes in a wide variety of package configurations.
These devices switch, amplify and otherwise shape or modify electronic signals
and are found in nearly every electronic product, including computers, cellular
phones, mass storage devices, televisions, radios, VCRs and camcorders.
LOGIC PRODUCTS GROUP
We design, develop and manufacture standard logic devices utilizing three
wafer fabrication processes: CMOS, BiCMOS and Bipolar. Within each of these
production processes, we manufacture products that possess advanced performance
characteristics, as well as mature products that provide high performance at low
cost to customers. Since market adoption rates of new standard logic families
have historically spanned several years, we continue to generate significant
revenues from our mature products. Customers are typically slow to move from an
older product to a newer one. Further, for any given product, standard logic
customers use several different generations of logic products in their designs.
As a result, typical life cycles for logic families are between 20 to 25 years.
Since it takes new logic products an average of three to five years to
reach full market acceptance, we continue to invest in new products to generate
future revenue growth. In addition, many of these investments have established
our logic devices as key components for the personal computer and
telecommunications markets, particularly in the internet and networking sector
and cellular communications sector. Internet appliances and internet
infrastructure equipment (e.g. LAN and WAN switches, hubs, routers, and servers)
require high speed, high drive and low noise characteristics. We offer logic
devices using CMOS, BiCMOS and Bipolar processes that are required to achieve
these characteristics. Our ABT, LVT, ECL and GTL logic devices have all
successfully penetrated the internet hardware market. In addition, cellular
communications equipment such as cellular phones, pagers and base stations
requires low power and noise generation in very small
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packages. Our Tiny Logic, VHC, LCX and FST technology have established our logic
products as a leader in addressing these requirements. Major competitors include
Texas Instruments, Motorola and Philips.
CMOS. CMOS is a technology that consumes less power than Bipolar
technology and therefore permits more transistors to be integrated into a single
integrated circuit. Portable applications such as laptop computers and cellular
telephones require the low power consumption of CMOS technology. As a result of
the general trend toward portability, CMOS technology has been expanding at the
expense of Bipolar technology, and is the focus of research and development
spending in the Logic Products Group. Our CMOS offerings include mature products
such as FACT(TM), HCMOS, and CD4K, and new products such as LCX, VHC, GTL,
Switches and TinyLogic.
Bipolar. Bipolar devices typically operate at high speeds, require more
power, are less costly than CMOS devices and are used in many applications that
do not require CMOS solutions. We supply a full line of Bipolar products to a
broad customer base in a wide range of end-user applications. Bipolar products
are generally mature products that have few new product development activities
associated with them. Our Bipolar offerings include FAST(R), ALS, LS, ECL and
TTL.
BiCMOS. BiCMOS is a hybrid of CMOS and Bipolar technologies developed to
combine the high speed and high drive characteristics of bipolar technologies
with the low power consumption and high integration of CMOS technologies. BiCMOS
is an emerging technology which requires complex manufacturing processes and is
used in niche applications, primarily in the telecommunications market. Our
BiCMOS offerings include ABT and LVT.
According to reports issued by Insight/Onsite, a market research firm, we
were the third largest supplier of standard logic products in the world in 1997.
In the Low Voltage CMOS Logic market ($175.0 million total available market in
1997), the fastest growing portion of the CMOS Logic market, we held a No. 2
share position in 1997 behind the leader, Texas Instruments. We held a strong
No. 2 position in 1997 in the TTL Bipolar market as well with a 24% market
share.
SALES, MARKETING AND DISTRIBUTION
In Fiscal 1998, Fairchild International derived approximately 55% of its
trade sales from original equipment manufacturer customers through its regional
sales organizations and 45% of its trade sales through distributors. Fairchild
International operates regional sales organizations in Europe, headquartered in
Swindon, England, the Americas, headquartered in Sunnyvale, California, the
Asia/ Pacific region, with offices in Kowloon, Hong Kong and the Japan region
with its office in Tokyo, Japan. Each of the four regional sales organizations
is supported by logistics organizations which manage independently-operated
free-on-board warehouses. Product orders flow to Fairchild International's
manufacturing facilities, where the product is made. Products are then shipped
either directly to the customer or indirectly to the customer via
independently-operated warehouses in Singapore, the United States and the United
Kingdom.
Fairchild International has dedicated direct sales organizations operating
in Europe, the Americas, Asia/Pacific and Japan that serve its major original
equipment manufacturer customers. Fairchild International also has a large
network of distributors and manufacturer's representatives to distribute its
products around the world. We believe that maintaining a small, highly focused,
direct sales force selling products for each of Fairchild International's
businesses, combined with an extensive network of distributors and
manufacturer's representatives, is the most efficient way to serve our
multi-market customer base. Fairchild International also maintains a dedicated
marketing organization, which consists of marketing organizations in each
product group, including tactical and strategic marketing and applications, as
well as marketing personnel located in each of the sales regions.
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Typically, distributors handle a wide variety of products, including
products that compete with Fairchild International products, and fill orders for
many customers. Some of Fairchild International's sales to distributors
primarily in North America are made under agreements allowing for market price
fluctuations and/or the right of return on unsold merchandise, subject to the
right terminating after the expiration of a limited time period. Virtually all
distribution agreements contain a standard stock rotation provision allowing for
minimum levels of inventory returns. In Fairchild International's experience,
these inventory returns can usually be resold. Manufacturer's representatives
generally do not offer products that compete directly with Fairchild
International's products, but may carry complementary items manufactured by
others. Manufacturer's representatives do not maintain a product inventory;
instead, their customers place large quantity orders directly with Fairchild
International and are referred to distributors for smaller orders.
In 1998, the power device business derived approximately 73% of its trade
sales from third party original equipment manufacturer customers and Samsung
Electronics and affiliated Samsung companies and 27% of its trade sales through
distributors. The power device business has been historically supported by sales
organizations in Korea and in foreign sales subsidiaries of Samsung Electronics
throughout the world. Product orders flow to the power device business'
manufacturing facility, in Bucheon, South Korea, where silicon wafers are
fabricated. Products are assembled and tested by either independently operated
subcontractors or manufacturing entities of Samsung Electronics. Finished
products are warehoused in a Samsung Electronics facility in Onyang, South
Korea. From there they are shipped either directly to customers, distributors or
sales agents or first to Samsung Electronics' foreign sales subsidiaries and
then to customers. As a result of the acquisition of the power device business,
assembly and testing services are provided under the Assembly and Test Services
Agreements, warehousing is provided under the Transitional Services Agreement,
and sales and distribution services are provided under an Overseas Sales
Services Agreement. See "The Acquisition."
RESEARCH AND DEVELOPMENT
Fairchild International's expenditures for research and development in
Fiscal 1996, 1997 and 1998 were $30.3 million, $18.9 million and $35.7 million
(excluding a $15.5 million pre-tax charge for purchased in-process research and
development associated with the acquisition of Raytheon), respectively. Such
expenditures represented 4.4%, 3.2% and 5.6% of trade sales in Fiscal 1996, 1997
and 1998, respectively. Manufacturing technology is a key determinant in the
improvement of semiconductor products. Each new generation of process technology
has resulted in products with higher speed and greater performance produced at
lower cost. Infrastructure investments made in recent years will enable
Fairchild International to continue to achieve high volume, high reliability and
low-cost production using leading edge process technology. Fairchild
International's research and development efforts are focused on new product
development and improvements in process technology in Fairchild International's
growth areas: CMOS logic, DMOS power discretes, EEPROMs and analog and mixed
signal products.
Each of Fairchild International's product groups maintain independent
research and development organizations. Fairchild International works closely
with its major customers in many research and development situations, in order
to increase the likelihood that Fairchild International's products will be
designed directly into the customers' products and achieve rapid and lasting
market acceptance.
The power device business' expenditures for research and development in
1996, 1997 and 1998 were $18.6 million, $19.2 million and $15.2 million,
respectively. The power device business' research and development efforts are
focused on IGBT and HV MOSFET process and product development, Motor Control
integrated circuit and Samsung Power Switch product development and BCDMOS
process development.
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The power device business' research and development team at the Bucheon
facility consists of design, application, process and package engineers. The
power device business ensures early adoption of its new products by engaging
application engineers to work side-by-side with design engineers and customers
during product definition and design phase to ensure customers' ease of
incorporating our products into their designs. Following the acquisition of the
power device business, research and development for power device business
products continues to be conducted by a research and development team at the
Bucheon facility.
MANUFACTURING
We operate six manufacturing facilities, four of which are front-end wafer
fabrication plants located in the United States and South Korea and two of which
are back-end assembly and test facilities in the Asia/Pacific region. Our
products are manufactured and designed using a broad range of manufacturing
processes and proprietary design methods. We use all of the prevalent function-
oriented process technologies for wafer fabrication, including CMOS, Bipolar,
BiCMOS, DMOS and non-volatile memory technologies. We use primarily through-hole
and surface mount technologies in our assembly and test operations, in lead
counts from two to fifty-six leads.
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The table below sets forth certain information with respect to our
manufacturing facilities, products and technologies.
MANUFACTURING FACILITIES
<TABLE>
<CAPTION>
LOCATION PRODUCTS TECHNOLOGIES
-------- -------- ------------
<S> <C> <C>
FRONT-END FACILITIES:
South Portland, Maine Bipolar, CMOS and BiCMOS logic 4-inch fab -- 5.0/3.0 micron
products Bipolar and CMOS
5-inch fab -- 3.0/1.5 micron
Bipolar and CMOS
National Semiconductor contract 6-inch fab -- 1.5/0.5 micron
manufacturing CMOS and BiCMOS
Salt Lake City, Utah EPROMs, EEPROMs, ACE and USB 6-inch fab -- 1.0/0.65 micron
CMOS EPROM
Discrete power -- 2.0/0.8 micron CMOS
National Semiconductor contract EPROM
manufacturing -- 2.0 micron DMOS
Mountain View, California(1) Standard Linear products 4-inch fab -- 5.0/3.0 micron
Op Amps, Ground Fault Bipolar and CMOS
Interruptors
Bucheon, South Korea Power discrete semiconductors, 4-inch fab -- 5.0/4.0 micron
Standard analog integrated Bipolar
circuits 5-inch fab -- 2.0/0.8 micron
Bipolar and DMOS
BACK-END FACILITIES:
Penang, Malaysia Bipolar, CMOS and BiCMOS logic MDIP, SOIC, EIAJ, TSSOP, SSOP,
products 8-56 Pins
National Semiconductor assembly
and test services
Cebu, the Philippines Power and small signal discrete TO92, SOT-23, Super SOT,
National Semiconductor assembly SOT-223, TO220, TO263
and test services
</TABLE>
- -------------------------
(1) We are currently in the process of transferring our analog wafer fabrication
plant from our Mountain View, California facility to our South Portland,
Maine facility. On April 23, 1999, we sold our Mountain View property for
$35.0 million. See "-- Properties."
Fairchild International's strategy is to have its manufacturing facilities
dedicated to its product groups. The South Portland, Maine, wafer fabrication
plant and Penang, Malaysia assembly and test facility primarily support the
Logic Products Group. The Salt Lake City, Utah wafer fabrication plant and Cebu,
the Philippines assembly and test facility primarily support the Discrete Power
and Signal Technologies Group. The Mountain View, California facility supports
the Analog and Mixed Signal Products Group. Fairchild International also
subcontracts out a minority of fabrication of wafers, primarily to Tower
Semiconductor, Chartered Semiconductor and Torex Semiconductor. In order to
maximize our production capacity, some of our back-end assembly and testing
operations are also subcontracted out. Primary subcontractors include Carsem, NS
Electronics (Bangkok) Ltd. and New Japan Radio Corporation.
The power device business' wafer fabrication plant in Bucheon, South Korea,
supports the entire operations of the power device business. The power device
business subcontracts out nearly all of its assembly and test operations to
third party vendors, primarily to Korea Micro Industry, AUK and
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Woosuk Electronic Company. The power device business also subcontracts
manufacturing services from Samsung Electronics. As a result of the acquisition
of the power device business, these services are provided under other
manufacturing agreements with Samsung Electronics.
Our manufacturing processes use many raw materials, including silicon
wafers, copper lead frames, mold compound, ceramic packages and various
chemicals and gases. We obtain our raw materials and supplies from a large
number of sources on a just-in-time basis. Although supplies for the raw
materials used by us are currently adequate, shortages could occur in various
essential materials due to interruption of supply or increased demand in the
industry.
BACKLOG
Our trade sales are made primarily pursuant to standard purchase orders
that are generally booked from one to twelve months in advance of delivery.
Backlog is influenced by several factors including market demand, pricing and
customer order patterns in reaction to product lead times. Quantities actually
purchased by customers, as well as prices, are subject to variations between
booking and delivery to reflect changes in customer needs or industry
conditions.
Fairchild International sells certain products to key customers pursuant to
contracts. Contracts are annual fixed-price agreements with customers setting
forth the terms of purchase and sale of specific products. These contracts allow
Fairchild International to schedule production capacity in advance and allow
customers to manage their inventory levels consistent with just-in-time
principles while shortening the cycle times required to produce ordered
products. However, quantity and price agreements under these contracts are, as a
matter of industry practice, difficult to maintain and implement. Fairchild
International recognizes revenue from contract manufacturing services but does
not account for these revenues on a backlog basis. For these reasons, Fairchild
International believes that the amount of backlog at a particular date is not
meaningful and is not necessarily a relevant indicator of future revenues.
The power device business historically did not track backlog, but rather
negotiated pricing and delivery agreements with its customers from time to time
based on current market conditions. However, we intend to manage the backlog of
the power device business in a manner consistent with the historic management of
Fairchild International's backlog.
SEASONALITY
Generally, Fairchild International is affected by the seasonal trends of
the semiconductor and related industries. As a result of these trends, Fairchild
International typically experiences lower revenue in the third fiscal quarter,
primarily due to customer demand adjustments as a result of holiday seasons
around the world. Revenue usually has a seasonal peak in Fairchild
International's fourth fiscal quarter. In Fiscal 1998, Fairchild International
did not experience the typical seasonality in the fourth quarter due to
decreasing customer demand primarily as a result of the Asian financial crisis
and softness in the personal computer market due to excess inventories in the
sales channels.
The power device business is also affected by the seasonal trends of the
semiconductor and related industries. The power device business typically
experiences lower revenues in its fourth quarter. Revenue usually has a seasonal
peak in the third quarter. In 1998, the power device business did not experience
the typical seasonality in the third quarter due to market softness in the
semiconductor industry.
COMPETITION
Markets for our products are highly competitive. Although only a few
companies compete with us in all of our product lines, we face significant
competition within each of our product lines from
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major international semiconductor companies. Some of our competitors may have
substantially greater financial and other resources with which to pursue
engineering, manufacturing, marketing and distribution of their products.
Competitors include manufacturers of standard semiconductors,
application-specific integrated circuits and fully customized integrated
circuits, as well as customers who develop their own integrated circuit
products.
We compete in different product lines to various degrees on the basis of
price, technical performance, product features, product system compatibility,
customized design, availability, quality and sales and technical support. Our
ability to compete successfully depends on elements both within and outside of
our control, including successful and timely development of new products and
manufacturing processes, product performance and quality, manufacturing yields
and product availability, customer service, pricing, industry trends and general
economic trends.
TRADEMARKS AND PATENTS
Fairchild International owns rights to a number of trademarks and patents
that are important to its business. Among others, we consider Fairchild,
FACT(TM) and FAST(R) to be trademarks that are material to Fairchild
International's operations.
Fairchild International's corporate policy is to protect proprietary
products by obtaining patents for such products when practicable. Under a
technology licensing and transfer agreement with National Semiconductor entered
into in connection with the recapitalization of Fairchild Semiconductor
Corporation, Fairchild International has acquired approximately 150 U.S. patents
and obtained perpetual, royalty free non-exclusive licenses on approximately 250
of National Semiconductor's patents. Pursuant to an acquisition agreement with
Raytheon Company, Fairchild International acquired over 100 patents owned by
Raytheon Semiconductor, Inc., as well as licensing rights (similar to those
granted to Fairchild International by National Semiconductor in the
recapitalization of Fairchild Semiconductor Corporation) for other
semiconductor-related intellectual property of Raytheon Company not directly
owned by Raytheon Semiconductor, Inc. We believe that we have the right to use
all technology used in the production of our products.
Similarly, Fairchild International acquired from Samsung Electronics a
significant number of licenses and patents (granted, applied for and under
review for application). We obtained approximately 125 U.S. patents and over
1,000 Korean patents pursuant to the acquisition of the power device business.
Fairchild International also received the rights to use all relevant trademarks.
See "The Acquisition -- Intellectual Property and Trademark License Agreements."
ENVIRONMENTAL MATTERS
Our operations are subject to environmental laws and regulations in the
countries in which we operate that regulate, among other things, air and water
emissions and discharges at or from our manufacturing facilities; the
generation, storage, treatment, transportation and disposal of hazardous
materials by our company; the investigation and remediation of environmental
contamination; and the release of hazardous materials into the environment at or
from properties operated by our company and at other sites. As with other
companies engaged in like businesses, the nature of our operations exposes our
company to the risk of liabilities and claims with respect to such matters. We
believe, however, that our operations are in substantial compliance with
applicable environmental laws and regulations. Fairchild International's costs
to comply with environmental regulations were immaterial in Fiscal 1996, 1997
and 1998, as were the power device business' environmental compliance costs for
1996, 1997 and 1998.
Fairchild International's facilities in South Portland, Maine, and, to a
lesser extent, Salt Lake City, Utah, have ongoing remediation projects to
respond to releases of hazardous materials that occurred prior to the
consummation of the recapitalization. Under the Asset Purchase Agreement, as
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supplemented by ancillary agreements entered into in conjunction with the
recapitalization, National Semiconductor has agreed to indemnify Fairchild
International for the cost of these projects subject to limitations. Based on
the historical costs of these projects, we do not believe that future
remediation costs will be material, even without the indemnity.
Fairchild International's Mountain View, California, facility is listed on
the National Priorities List under the Comprehensive Environmental Response,
Compensation, and Liability Act. Under the terms of the Acquisition Agreement
with Raytheon Company, dated December 31, 1997, Raytheon Company has retained
responsibility for, and has agreed to indemnify us with respect to, remediation
costs or other liabilities related to pre-acquisition contamination.
Although we believe that the power device business has no significant
environmental liabilities, Samsung Electronics has agreed to indemnify Fairchild
International for environmental liabilities arising out of the Bucheon, South
Korea plant or the power device business subject to limitations.
Future laws or regulations and changes in existing environmental laws or
regulations may subject our operations to different, additional or more
stringent standards. While historically the cost of compliance with
environmental laws has not had a material adverse effect on our results of
operations, business or financial condition, we cannot predict with certainty
our future costs of compliance because of changing standards and requirements.
We cannot assure you that material costs will not be incurred in connection with
the future compliance with environmental laws.
EMPLOYEES
Fairchild International's worldwide workforce consisted of 6,450 full- and
part-time employees as of February 28, 1999, none of whom were represented by
collective bargaining arrangements. Of the total number of employees, 5,460 were
engaged in manufacturing and information services, 232 were engaged in marketing
and sales, 528 were engaged in administration and 230 were engaged in research
and development. Of the total number of employees, 3,201 or 50% were employed in
the Logic Products Group, 2,624 or 41% were employed in the Discrete Power and
Signal Technologies Group, 371 or 5% were employed in the Analog, Mixed Signal
and Non-Volatile Memory Products Group and 254 or 4% were employed in corporate
or centralized sales and marketing activities. Fairchild International believes
that its relations with its employees are satisfactory.
The power device business' worldwide workforce consisted of approximately
1,455 full- and part-time employees as of February 28, 1999, none of whom were
represented by collective bargaining arrangements. Of the total number of
employees, 910 were engaged in production, 65 were engaged in marketing and
sales, 264 were engaged in administration and 216 were engaged in research and
development. In connection with the acquisition of the power device business, we
retained all of the employees of the power device business.
Fairchild Korea sponsors a Power Device Business Labor Council consisting
of seven representatives from the non-management workforce and seven members of
the management workforce. The Labor Council, under Korean law, is recognized as
a representative of the workforce for the purposes of consultation and
cooperation only. The Labor Council therefore has no right to take a work action
or to strike and is not party to any labor or collective bargaining agreements
with Fairchild Korea Semiconductor Ltd. Management of the power device business
believes that its relations with its employees and the Labor Council are
satisfactory.
PROPERTIES
In the United States, our corporate headquarters as well as the
headquarters and wafer fabrication operations of the Logic Products Group are
located in approximately 240,000 square feet of space in properties that we own
in South Portland, Maine. Additional manufacturing, warehouse
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and office facilities are housed in approximately 300,000 square feet and
120,000 square feet of space in properties in Salt Lake City, Utah, which
Fairchild International owns, and Mountain View, California, which Fairchild
International leases, respectively. Additional office and manufacturing space is
located in leased facilities in Sunnyvale, California and San Diego, California.
Fairchild International is currently in the process of transferring its
analog wafer fabrication plant from its Mountain View, California facility to
its South Portland, Maine facility. On April 23, 1999, Fairchild International
sold its Mountain View property for approximately $35.0 million. The sale price
is subject to (1) a $3.5 million holdback which will be paid to Fairchild
International unless the city council rejects the buyer's application to
increase its building density from 35% to 50%; and (2) a $500,000 deposit which
will be placed into an escrow account and will be released to Fairchild
International upon the demolition of the existing structures on the Mountain
View property. In connection with the sale of the Mountain View property,
Fairchild International has entered into an agreement to lease back the property
until the transfer of its facility from the property is completed. We pay
monthly rent of $125,000 under the lease, which expires on December 31, 2000.
In Asia, we own or lease approximately 397,000 square feet and 170,000
square feet of manufacturing and warehouse space in Penang, Malaysia, and Cebu,
the Philippines, respectively. Leases affecting the facilities in Penang,
Malaysia, and Cebu, the Philippines, are generally in the form of long-term
ground leases, with Fairchild International owning improvements on the land. The
initial terms of these leases will expire beginning in 2014. In some cases
Fairchild International has the option to renew the lease term, while in others
Fairchild International has the option to purchase the leased premises. We lease
additional warehouse space in Singapore.
We maintain regional sales offices in leased space in Swindon, England,
Kowloon, Hong Kong, and Tokyo, Japan. In addition, we maintain smaller sales
offices in leased space around the world.
The power device business' corporate headquarters as well as its wafer
fabrication operations are located in approximately 766,000 square feet of space
in properties owned by the power device business in Bucheon, South Korea. See
"-- Manufacturing."
We believe that our facilities around the world, whether owned or leased,
are well-maintained. Our manufacturing facilities contain sufficient productive
capacity to meet our needs for the foreseeable future.
LEGAL PROCEEDINGS
From time to time we are involved in legal proceedings arising in the
ordinary course of business. We believe there is no litigation pending that
could have, individually or in the aggregate, a material adverse effect on our
business, financial condition, results of operations or cash flows.
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THE ACQUISITION
The following contains summaries of certain agreements which we entered
into in connection with the acquisition of the power device business. The
descriptions in the summaries of the terms and provisions of the agreements is
not complete, and you should read the agreements themselves, copies of which
have been filed or incorporated by reference as exhibits to the Registration
Statement of which this prospectus is a part.
BUSINESS TRANSFER AGREEMENT
The Business Transfer Agreement provided for the sale from Samsung
Electronics to Fairchild Korea Semiconductor Ltd., an indirect wholly owned
subsidiary of Fairchild Semiconductor Corporation, of substantially all of the
assets and the assumption of the liabilities occurring in the ordinary course of
business of the power device business for a purchase price of approximately
$406.8 million, net of purchase price adjustments based on the working capital
of the power device business upon consummation of the acquisition of the power
device business and an income payment Samsung Electronics made to Fairchild
Korea Semiconductor Ltd. upon consummation of the acquisition.
The assets purchased by Fairchild Korea Semiconductor Ltd. include, among
other things, land, a manufacturing plant and other buildings in Bucheon, South
Korea, as well as, with some exceptions and limitations, all of the
manufacturing equipment, inventory, motor vehicles, contractual rights and
obligations, governmental permits and licenses and all other assets used to
conduct the power device business. In addition, the purchased assets included
all of the patents, trademarks, mask works, copyrights and other intellectual
property used primarily in the power device business. Samsung retained a
co-ownership interest in some of the assembly and test patents transferred in
the acquisition. Intellectual property which is used in connection with the
power device business, but which is also used by other affiliated Samsung
companies, is licensed to Fairchild Korea Semiconductor Ltd. by Samsung
Electronics. See "-- Intellectual Property and Trademark License Agreements."
Fairchild Korea Semiconductor Ltd. did not assume liabilities incurred by
or relating to the power device business on or prior to consummation of the
acquisition of the power device business, except for liabilities that arise in
the ordinary course of business and income tax liabilities as discussed below.
The agreement provides that Samsung Electronics will indemnify Fairchild Korea
Semiconductor Ltd. for those and other excluded liabilities as well as for
environmental liabilities of the power device business. Samsung Electronics'
liability under the environmental indemnity, together with other indemnification
claims under the agreement, is limited to $150.0 million. Samsung Electronics
will also indemnify Fairchild Korea Semiconductor Ltd., for a period of three
years after consummation of the acquisition of the power device business, for
damages that result from third-party claims that the products of the power
device business infringe patents owned by those third parties that were issued
before consummation of the acquisition. This separate patent infringement
indemnity is subject to limitations and conditions. For example, it does not
apply if the infringement claim would have been avoided were it not for a
post-closing product design change by Fairchild Korea Semiconductor Ltd. Samsung
Electronics' liability under the patent indemnity provision is limited to $40.0
million.
The agreement provides that the economic benefit or detriment of the power
device business inure to Fairchild Korea Semiconductor Ltd. as of January 1,
1999. In connection with this provision, Samsung Electronics agreed to pay
Fairchild Korea Semiconductor Ltd. an amount equal to the net income before
income taxes of the power device business from January 1, 1999 to March 15,
1999, and half the net income before income taxes from March 15, 1999 to the
date the acquisition of the power device business was consummated. Accordingly,
the agreement provides that Fairchild Korea
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Semiconductor Ltd. assume liabilities for income taxes of the power device
business, with respect to amounts received, for the same period.
Under the agreement, Fairchild Korea Semiconductor Ltd. agreed to offer
employment to all power device business employees in South Korea and to provide,
either itself or through the Transitional Services Agreement, employee benefits
comparable to those provided by Samsung Electronics at the time of consummation
of the acquisition of the power device business. The agreement also contains a
provision that generally forbids Samsung Electronics from competing with the
power device business for a period of five years after consummation of the
acquisition of the power device business. In addition, both Samsung Electronics
and Fairchild Korea Semiconductor Ltd. have agreed that, for one year following
consummation of the acquisition of the power device business, neither of them
will solicit any director, officer or employee of the other party to terminate
his or her employment with the other party. In case an employee of either party
seeks employment with the other without solicitation, Samsung Electronics and
Fairchild Korea Semiconductor Ltd. have agreed to consult one another before
making a hiring decision.
As required by the Business Transfer Agreement, Samsung Electronics and
Fairchild Korea Semiconductor Ltd. have entered into the Intellectual Property
License Agreement, the Transitional Services Agreement, the Assembly and Test
Services Agreements, the Trademark License Agreement, the Foundry Sale
Agreement, the Product Supply Agreement, the EPI Services Agreement, the Photo
Mask Supply Agreement and an employment agreement with Dr. Deok J. Kim, Vice
President and General Manager of the power device business.
In connection with the consummation of the acquisition of the power device
business, Fairchild Semiconductor Corporation, Fairchild Korea Semiconductor
Ltd. and Samsung Electronics entered into a closing agreement providing, among
other things, for post-consummation filings, mechanisms for determining purchase
price adjustments and confirming the agreed-upon schedules to the Business
Transfer Agreement.
INTELLECTUAL PROPERTY AND TRADEMARK LICENSE AGREEMENTS
Under the Intellectual Property License Agreement, Samsung Electronics
non-exclusively licensed to Fairchild Korea Semiconductor Ltd. patent, copyright
and mask work rights that are used in connection with the power device business,
but that were not transferred to Fairchild Korea Semiconductor Ltd. under the
Business Transfer Agreement. The licensed rights include rights to intellectual
property of Samsung Electronics as well as to certain intellectual property used
in the power device business under licenses granted by third parties, in each
case to the extent Samsung Electronics has the right to grant a license without
obligation or accounting to others. Licensed patent rights include rights to
design, develop, make, have made, use, offer for sale, import, package, sell or
modify any product of the power device business that is under design or
development or being manufactured or sold by the power device business on the
date of the acquisition of the power device business, as well as similar rights
with respect to derivative products that are designed for the power device
business and embody technologies assigned or licensed to Fairchild Korea
Semiconductor Ltd. in the acquisition of the power device business. Samsung
Electronics also sublicensed to Fairchild Korea Semiconductor Ltd. rights to
software necessary for the operation of the power device business, for the life
of Samsung Electronics' license for that software.
For patents and other intellectual property that were transferred to
Fairchild Korea Semiconductor Ltd. under the Business Transfer Agreement,
Fairchild Korea Semiconductor Ltd. has non-exclusively licensed back to Samsung
Electronics rights to such intellectual property, to the extent Samsung
Electronics needs such rights to fulfill obligations to third parties under
existing agreements, or to prosecute or defend infringement and other claims of
third parties arising in connection with the power device business prior to the
acquisition of the power device business.
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<PAGE> 87
Under the Trademark License Agreement, Samsung Electronics has licensed
Fairchild Korea Semiconductor Ltd. to continue to use Samsung Electronics'
trademarks on power device business products, and to use part numbers and other
proprietary identification systems in the power device business as long as
necessary for up to ten years to avoid retooling, requalification of existing
products or customer disruption. Fairchild Korea Semiconductor Ltd. has agreed
to use its good faith efforts to discontinue using Samsung Electronics'
trademarks and to replace them with Fairchild International's trademarks and
identification numbers. As the use of Samsung Electronics trademarks by
Fairchild Korea Semiconductor Ltd. is discontinued, its rights under the
Trademark License Agreement will terminate.
TRANSITIONAL SERVICES AGREEMENT
Under the Transitional Services Agreement, Samsung Electronics has agreed
to provide a number of business support services to Fairchild Korea
Semiconductor Ltd. that assist the power device business' conversion into an
indirect subsidiary of Fairchild International. The agreement requires Samsung
Electronics to provide Fairchild Korea Semiconductor Ltd., for up to three years
following the acquisition of the power device business, logistics, purchasing,
sales, personnel, financial services, intellectual property administration and
other services that have been provided to the power device business by Samsung
Electronics or its sales subsidiaries and that were necessary to operate the
power device business during calendar year 1998. Information technology services
are provided under a separate agreement between Fairchild Korea Semiconductor
Ltd. and Samsung SDS Co., Ltd. The Transitional Services Agreement requires
services to be provided at a cost per service consistent with costs charged to
the power device business during calendar year 1998, subject to adjustments for
inflation and before accounting for the effects of currency exchange rate
changes. Fairchild Korea Semiconductor Ltd. has the right to terminate any given
service under the Transitional Services Agreement upon 90 days' notice. Under
the Transitional Services Agreement, Samsung Electronics bears any costs of
Fairchild Korea Semiconductor Ltd. separating from the provided services, except
for the costs of any third-party assistance, which will be shared equally by
Samsung Electronics and Fairchild Korea Semiconductor Ltd., and costs of
Fairchild Semiconductor Corporation's or our company's personnel, which will be
borne by Fairchild International. Samsung Electronics will invoice Fairchild
Korea Semiconductor Ltd. monthly for services provided under the Transitional
Services Agreement.
MANUFACTURING AGREEMENTS
Samsung Electronics and Fairchild Korea Semiconductor Ltd. have entered
into several manufacturing agreements, including a Product Supply Agreement
pursuant to which Fairchild Korea Semiconductor Ltd. has agreed to supply
products to Samsung Electronics, a Foundry Sale Agreement pursuant to which
Fairchild Korea Semiconductor Ltd. has agreed to provide foundry manufacturing
services for Samsung Electronics, Assembly and Test Services Agreements pursuant
to which Samsung Electronics and one of its subsidiaries have agreed to provide
assembly and test services to Fairchild Korea Semiconductor Ltd., a Photo Mask
Supply Agreement pursuant to which Samsung Electronics has agreed to provide
mask work services for Fairchild Korea Semiconductor Ltd., and an EPI Services
Agreement pursuant to which Samsung Electronics has agreed to provide wafer
fabrication services for Fairchild Korea Semiconductor Ltd..
Under the Product Supply Agreement, Samsung Electronics has agreed that for
three years it will purchase power device business products from Fairchild Korea
Semiconductor Ltd. at a volume level equal to 701,941,000 units per year, the
average of its purchases from the power device business during 1996, 1997 and
1998. Prices charged to Samsung Electronics under the Product Supply Agreement
will be based on prices paid by Samsung Electronics during the power device
business' fourth quarter of 1998, subject to quarterly adjustment and
reconciliation to reflect changes in the
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<PAGE> 88
worldwide market price for such products. Samsung Electronics has also agreed
that for three years it will provide Fairchild Korea Semiconductor Ltd. with an
opportunity to match quotes of other suppliers with respect to Samsung
Electronics' needs for products manufactured by the power device business, to
the extent such needs exceed Samsung Electronics' committed volume of purchases
under the agreement. Samsung Electronics' purchase commitments are conditioned
on the ability of Fairchild Korea Semiconductor Ltd. to satisfy Samsung
Electronics' quality and other specifications for the power device business
products. Samsung Electronics also agreed to use its best efforts to cause
affiliated Samsung companies to designate Fairchild Korea Semiconductor Ltd. as
a preferred supplier of power device business products to the extent permissible
under applicable laws and regulations.
Under the Foundry Sale Agreement, Fairchild Korea Semiconductor Ltd. has
agreed to provide semiconductor wafer manufacturing services for Samsung
Electronics for a three-year period following consummation of the acquisition of
the power device business. The agreement is structured to provide that Fairchild
Korea Semiconductor Ltd. will earn a profit from foundry sales to Samsung
Electronics equal to 27.7 billion Won, 17.3 billion Won and 8.7 billion Won in
each of the respective years of the agreement. Profits earned in excess of each
annual minimum amount will be counted toward the next year's minimum profit
amount.
Under the Assembly and Test Services Agreements, Samsung Electronics has
agreed to provide assembly and test services for Fairchild Korea Semiconductor
Ltd. at Samsung Electronics' Onyang, South Korea facility and a subsidiary of
Samsung Electronics has agreed to provide such services at facilities in Suzhou,
China for three years following consummation of the acquisition of the power
device business. Under separate agreements for services to be provided at each
location, the costs charged for such services should be consistent (before
accounting for the effects of currency exchange rate changes) with historical
costs charged to the power device business, subject to adjustments for inflation
in the case of Suzhou and 5% annual price decreases, in the case of Onyang.
Fairchild Korea Semiconductor Ltd. has the right to terminate the Suzhou
agreement at any time, and the Onyang agreement after its second anniversary, in
either case upon 90 days' notice. Each agreement also provides that Samsung
Electronics in the case of Onyang, or its subsidiary in the case of Suzhou, and
Fairchild Korea Semiconductor Ltd. will enter into good-faith negotiations to
allow Fairchild Korea Semiconductor Ltd. the opportunity to own or have an
interest in the assembly and test facilities at Onyang and Suzhou.
Under the Photo Mask Supply Agreement, Samsung Electronics has agreed to
supply masks, which are used in semiconductor wafer manufacturing, to Fairchild
Korea Semiconductor Ltd. for three years following consummation of the
acquisition of the power device business at costs consistent (before accounting
for the effects of currency exchange rate changes) with costs historically
charged to the power device business. Under the EPI Services Agreement, Samsung
Electronics has agreed to provide epitaxial fabrication, an intermediate step in
wafer manufacturing, for three years following consummation of the acquisition
of the power device business at costs consistent (before accounting for the
effects of currency exchange rate changes) with historical costs charged to the
power device business, plus a 10% markup.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
persons who are members of the Board of Directors or executive officers of our
company. Each director of our company will hold office until the next annual
meeting of shareholders of our company or until his successor has been elected
and qualified.
<TABLE>
<CAPTION>
NAME AGE TITLE
---- --- -----
<S> <C> <C>
Kirk P. Pond......................... 54 Chairman of the Board of Directors, President and
Chief Executive Officer
Joseph R. Martin..................... 51 Executive Vice President and Chief Financial Officer
and Director
Daniel E. Boxer...................... 53 Executive Vice President and Chief Administrative
Officer, General Counsel and Secretary
Jerry M. Baker....................... 47 Executive Vice President and General Manager, Discrete
Power and Signal Technologies Group
W. Wayne Carlson..................... 57 Executive Vice President and General Manager, Logic
Products Group
Keith Jackson........................ 43 Executive Vice President and General Manager, Analog,
Mixed Signal and Non-Volatile Memory Products Group
Darrell Mayeux....................... 56 Senior Vice President, Worldwide Sales and Marketing
David A. Henry....................... 37 Vice President, Corporate Controller
Matthew W. Towse..................... 36 Vice President, Treasurer
Brian L. Halla....................... 52 Director
William N. Stout..................... 60 Director
Richard M. Cashin, Jr. .............. 46 Director
Paul C. Schorr IV.................... 32 Director
Ronald W. Shelly..................... 55 Director
</TABLE>
Kirk P. Pond, Chairman of the Board of Directors, President and Chief
Executive Officer. Mr. Pond has been the President of our company since June
1996. Since 1987, Mr. Pond had held several executive positions with National
Semiconductor, most recently Executive Vice President and Chief Operating
Officer. Prior executive management positions were with Fairchild Semiconductor
Corporation, Texas Instruments and Timex Corporation.
Joseph R. Martin, Executive Vice President, Chief Financial Officer and
Director. Mr. Martin has been the Executive Vice President and Chief Financial
Officer of our company since June 1996. Mr. Martin had held several senior
financial positions with National Semiconductor since 1989, most recently as
Vice President of Finance, Worldwide Operations. Prior to joining National
Semiconductor, Mr. Martin was Senior Vice President and Chief Financial Officer
of VTC Incorporated.
Daniel E. Boxer, Executive Vice President and Chief Administrative Officer,
General Counsel and Secretary. Mr. Boxer joined our company in March 1997. He
has practiced law for 27 years and since 1975 had been a partner at the law firm
of Pierce Atwood, Portland, Maine. His practice at Pierce Atwood included
advising many large manufacturing companies, including our company, on business,
governmental, legal compliance and environmental issues. He was most recently a
senior partner and Chairman of the firm's Management Committee.
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<PAGE> 90
Jerry M. Baker, Executive Vice President and General Manager, Discrete
Power and Signal Technologies Group. Mr. Baker has been Executive Vice
President and General Manager, Discrete Power and Signal Technologies Group,
since December 1996. He has spent more than 24 years in a variety of engineering
and management positions within National Semiconductor, most recently as Vice
President and General Manager, Discrete Products Divisions.
W. Wayne Carlson, Executive Vice President and General Manager, Logic
Products Group. Mr. Carlson has been Executive Vice President and General
Manager, Logic Products Group, since June 1996. He has 32 years of prior
engineering and management experience with National Semiconductor and Fairchild
International, most recently as Vice President and General Manager, Data
Management Division.
Keith Jackson, Executive Vice President and General Manager, Analog, Mixed
Signal and Non-Volatile Memory Products Group. Mr. Jackson joined our company
in March 1998. He has over 20 years of semiconductor industry experience. Most
recently, Mr. Jackson was President of TriTech Microelectronics in Singapore, a
manufacturer of analog and mixed signal products, which he joined in 1996. Prior
to that, he worked for National Semiconductor for 10 years, most recently as
Vice President and General Manager of the Analog and Mixed Signal division. He
has also held various marketing and engineering positions at National
Semiconductor and Texas Instruments.
Darrell Mayeux, Senior Vice President, Worldwide Sales and Marketing. Mr.
Mayeux has been Senior Vice President, Worldwide Sales and Marketing since
November 1996. He had been with National Semiconductor since 1992 as Vice
President of Sales and Marketing for Logic Products Group. He previously held
engineering, marketing and general management positions with Texas Instruments
and Philips.
David A. Henry, Vice President, Corporate Controller. Mr. Henry has been
Corporate Controller since December 1996. Previously, he had been with National
Semiconductor for eight years, and held various financial management positions,
most recently as Director of Financial Planning and Analysis for the Fairchild
Business of National Semiconductor. Mr. Henry previously worked for Amfac, Inc.
as well as Ernst and Whinney, and is a Certified Public Accountant.
Matthew W. Towse, Vice President, Treasurer. Mr. Towse became Treasurer in
March 1997. He had been with National Semiconductor for six years and has held
various financial management positions, most recently as Controller for the
Fairchild International plant in South Portland, Maine. Mr. Towse previously
worked for Ernst & Young and is a Certified Public Accountant.
Brian L. Halla, Director. Mr. Halla became a Director upon consummation of
the recapitalization of Fairchild Semiconductor Corporation. He had been
employed by National Semiconductor since 1996, serving as Chairman of the Board,
President and Chief Executive Officer. From 1988 to 1996, he was employed by LSI
Logic Corporation, where he was (in reverse chronological order) Executive Vice
President, LSI Logic Products; Senior Vice President and General Manager,
Microprocessor/DSP Products Group; and Vice President, General Manager,
Microprocessor Products Group.
William N. Stout, Director. Mr. Stout became a Director in March 1997. He
has been Chairman and Chief Executive Officer of Sterling Holding Company LLC
and Sterling's subsidiaries since 1988. Sterling is engaged, through
subsidiaries including Trompeter Electronics Inc. and Semflex, Inc. in the
manufacture and sale of coaxial connectors, coaxial cable and coaxial cable
assemblies. From 1985 to 1988, Mr. Stout was a private investor and consultant.
From 1979 to 1985, Mr. Stout was President and Chief Executive Officer of Lundy
Electronics & Systems, which manufactured electronic products and systems.
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Richard M. Cashin, Jr., Director. Mr. Cashin became a Director in March
1997. He has been employed by Citicorp Venture Capital Ltd. since 1980, and has
been President since 1994. Mr. Cashin is a director of Lifestyle Furnishings
International, Euramax International plc, Delco Remy International, Gerber
Childrenswear, MSX International, IPC Information Systems and Titan Wheel
International.
Paul C. Schorr IV, Director. Mr. Schorr became a Director in March 1997.
He has been employed by and been a Vice President of Citicorp Venture Capital
Ltd. since 1996. Prior to joining Citicorp Venture Capital Ltd., Mr. Schorr was
employed by McKinsey & Company, Inc. from 1993 to 1996 (in reverse chronological
order) as an engagement manager and an associate. He is a director of KEMET
Corporation and Sybron Chemical.
Ronald W. Shelly, Director. Mr. Shelly became a Director in June 1998.
Until January 31, 1999, he was employed by Solectron Texas, an electronic
manufacturing services company, where he served as its President from April 1996
until April 1999 when he retired. He currently serves as a consultant to
Solectron. Mr. Shelly has more than 30 years experience in the semiconductor
industry. Prior to joining Solectron, he was employed by Texas Instruments for
30 years, most recently as Executive Vice President, Custom Manufacturing
Services.
DIRECTOR COMPENSATION AND ARRANGEMENTS
Two of our non-employee directors receive cash compensation for their
services as a director. Messrs. Stout and Shelly receive $20,000 per year, plus
$1,500 for meetings attended in person and $500 for meetings attended by
teleconference. Messrs. Halla, Cashin and Schorr do not receive cash
compensation for their services as directors. We do not pay our employee
directors any fees or additional compensation for service as members of our
Board. We reimburse all our directors for expenses incurred in attending our
Board meetings.
In connection with this offering, on June 24, 1999 our Board of Directors
authorized a directors' option program pursuant to which non-employee Directors
will receive options to purchase 7,000 shares of Class A Common Stock each year
at an exercise price equal to the fair market value of the shares or the date of
grant, subject to vesting over a five-year period after the date of grant. In
addition, the Board authorized grants to each non-employee Director of options
to purchase 10,000 shares of Class A Common Stock, at an exercise price equal to
the fair market value of the shares at or prior to the initial public offering,
which options will be fully vested on the grant date.
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EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation received by our Chief Executive Officer and our four other most
highly compensated executive officers relating to services rendered during
Fiscal 1998, 1997 and 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------- --------------
NUMBER OF
FISCAL STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (IN SHARES)(1) COMPENSATION(2)
- --------------------------- ------ -------- -------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Kirk P. Pond(3).............................. 1998 $449,994 $435,969 -- $ 39,844
Chairman of the Board of Directors, 1997 424,624 594,382 100,000 3,018,314
President and Chief Executive 1996 414,521 146,300 18,000 34,292
Officer
Joseph R. Martin............................. 1998 262,024 152,240 -- 19,818
Executive Vice President and Chief 1997 201,614 147,385 9,000 1,251,476
Financial Officer and Director 1996 181,466 68,875 7,500 7,114
Daniel E. Boxer.............................. 1998 262,024 152,240 -- 254,283
Executive Vice President and Chief 1997 52,885 -- -- --
Administrative Officer, 1996 -- -- -- --
General Counsel and Secretary
W. Wayne Carlson............................. 1998 250,004 138,406 -- 17,081
Executive Vice President and 1997 245,862 198,582 10,000 801,614
General Manager, Logic 1996 234,125 64,815 7,000 8,895
Products Group
Jerry M. Baker............................... 1998 250,009 138,406 -- 12,598
Executive Vice President and 1997 204,864 241,269 10,000 602,782
General Manager, Discrete Power 1996 169,370 54,744 10,200 6,906
and Signal Technologies
</TABLE>
- -------------------------
(1) All options granted were for National Semiconductor common stock pursuant to
National Semiconductor's Stock Option Plan. We did not assume National
Semiconductor's obligations under its Stock Option Plan.
(2) Amounts shown reflect contributions and allocations to National
Semiconductor and/or Fairchild International defined contribution retirement
plans and the value of insurance premiums paid by National Semiconductor
and/or Fairchild International for term life insurance and disability
insurance as follows: for Fiscal 1998, all amounts shown except $238,262 for
Mr. Boxer representing a one-time signing bonus. For Fiscal 1997, $18,314
for Mr. Pond; $4,289 for Mr. Martin; $4,500 for Mr. Baker; and $4,542 for
Mr. Carlson. For Fiscal 1996, all amounts shown. The remainder of the
amounts shown for Fiscal 1997 are comprised of one-time retention bonuses
paid by National Semiconductor as follows: $3,000,000 to Mr. Pond;
$1,247,187 to Mr. Martin; $598,282 to Mr. Baker; and $797,072 to Mr.
Carlson.
(3) In addition to the amounts disclosed in the table, Mr. Pond received, as
long-term compensation from National Semiconductor in Fiscal 1996, $311,190
in long-term incentive plan payoffs pursuant to National Semiconductor's
Performance Award Plan and, in Fiscal 1997, a severance payment from
National Semiconductor of $742,757. National Semiconductor's obligations
under the Performance Award Plan were not assumed by Fairchild
International.
The following table provides information with respect to the named
executive officers concerning the exercise of National Semiconductor options
during Fiscal 1998, and unexercised National
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Semiconductor options held as of the end of Fiscal 1998. No stock options were
granted during Fiscal 1998 under the FSC Semiconductor Stock Option Plan to the
named executive officers.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
NUMBER OF UNEXERCISED UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY
ACQUIRED ON VALUE FISCAL 1998 OPTIONS AT FISCAL
NAME EXERCISE(1) REALIZED(2) END 1998 END
- ---- ------------ ----------- ----------- -----------------
<S> <C> <C> <C> <C>
Kirk P. Pond.......................... 94,000 $1,586,716 80,000(3) $75,000(3)(4)
Joseph R. Martin...................... 22,750 176,156 -- --
Daniel E. Boxer....................... -- -- -- --
W. Wayne Carlson...................... 22,375 207,063 -- --
Jerry M. Baker........................ -- -- -- --
</TABLE>
- -------------------------
(1) Options exercised were for National Semiconductor common stock. The table
excludes any shares acquired under the National Semiconductor Employees
Stock Purchase Plan.
(2) Equals the market value of the underlying shares (based on the opening price
of National Semiconductor on the date of exercise) minus the exercise price.
(3) All options held by Mr. Pond were exercisable at the end of Fiscal 1998.
(4) Represents the difference between $16.875, the market price per share of
National Semiconductor common stock at fiscal year end, and the exercise
price.
DEFERRED COMPENSATION AGREEMENTS
National Semiconductor adopted the National Semiconductor Corporation
Deferred Compensation Plan shortly before the establishment of Fairchild
Semiconductor as an independent entity in March 1997. Under the Deferred
Compensation Plan, Kirk P. Pond, Joseph R. Martin, W. Wayne Carlson and Jerry M.
Baker elected to defer receipt of amounts that otherwise would have become
payable in Fiscal 1997 under National Semiconductor's Key Employee Incentive
Plan, Discrete Retention Bonus Plan, Discrete Performance Incentive
Plan -- Executive Level and/or letter agreements with National Semiconductor
concerning payments related to the establishment of Fairchild Semiconductor
Corporation as an independent entity. In March 1997, Fairchild Semiconductor
Corporation assumed the Deferred Compensation Plan and all liabilities with
respect to payments due thereunder, and the Deferred Compensation Plan
participants released National Semiconductor from those liabilities. The
Deferred Compensation Plan is administered by the Board of Directors. No
compensation from Fairchild International is eligible for deferral under the
plan.
Amounts participants deferred in Fiscal 1997 pursuant to the Deferred
Compensation Plan were credited to an account for that participant on the books
of Fairchild International and will be credited with earnings based on the
employee's election. Each Deferred Compensation Plan participant has elected
that specific portions of the earnings on his deferrals will be measured based
on the performance of our company's 12% Series A Cumulative Compounding
Preferred Stock and common stock, and that a portion of the earnings on his
deferrals will be measured based on short-term U.S. Treasury obligations.
Amounts credited to a Deferred Compensation Plan participant's account also
will be paid based on the participant's election. Each participant has elected
that the portion of his account on which earnings are measured based on shares
of our company's stock will be paid when such shares, if actually held, would be
redeemed, automatically or upon request, by our company to the extent that all
restrictions on the transfer of such shares have lapsed. Generally, all payments
under the Deferred Compensation Plan will be made in cash. Payments will be made
in all events (1) upon liquidation
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or dissolution of Fairchild Semiconductor Corporation; (2) upon a sale of fifty
percent (50%) or more of the equity interests in our company or Fairchild
Semiconductor Corporation, consolidation or merger of Fairchild Semiconductor
Corporation with or into another entity, or sale of all or substantially all of
Fairchild International's assets; (3) to the participant's beneficiary upon his
death; and (4) upon the mandatory redemption of 12% Series A Cumulative
Compounding Preferred Stock. Payments pursuant to items (2) through (4) of the
portion of any account the earnings on which are measured based on the
performance of our company stock will only be made, however, to the extent that
shares of such stock, if actually held, would be redeemed at that time upon
request. Payment to a participant may be accelerated if the participant suffers
an unforeseeable financial emergency or severe hardship.
In March 1997, Fairchild International established a grantor trust to which
National Semiconductor and Fairchild International together contributed cash in
an amount equal to the aggregate amount of deferrals under the Deferred
Compensation Plan as of the closing date of the recapitalization of Fairchild
Semiconductor Corporation. The trust agreement establishing the trust provides
that such amount will be invested in specific amounts of 12% Series A Cumulative
Compounding Preferred Stock and common stock.
EMPLOYMENT AGREEMENTS
In March 1997, Fairchild International and Sterling entered into an
employment agreement with each of Kirk P. Pond and Joseph R. Martin. The
employment agreements were entered into upon the closing of the recapitalization
in 1997.
Mr. Pond is employed as Chairman of the Board of Directors and as Chief
Executive Officer of Fairchild International. Mr. Martin is employed as
Executive Vice President and Chief Financial Officer, and serves as a member of
our Board of Directors. The respective agreements provide for an annual base
salary of $450,000 for Mr. Pond and $250,000 for Mr. Martin (which was
subsequently increased to $285,000), subject in each case to increases at the
discretion of the Board of Directors and to annual performance bonuses in
accordance with the FSC Semiconductor Corporation 1997 Executive Officer
Incentive Plan. Each agreement also provides for the Executive to receive
standard Fairchild International benefits. The term of each agreement is three
years subject to automatic renewal for up to two consecutive one-year terms
unless, in each case, either we or the Executive gives prior notice of
non-renewal. Under each agreement, either we or the Executive may terminate the
agreement with or without cause. If we terminate without cause or the Executive
terminates with cause, each agreement requires us to pay the Executive monthly
severance payments (approximately equal to his salary at the time of termination
plus an amount equal to incentive awards payable in the fiscal year prior to
termination) until the end of the term of the agreement or for 24 months if
longer. Each Executive is subject to a non-competition covenant during the term
of his agreement and for a period of at least 24 months following termination or
expiration of the agreement. On June 24, 1999, the Board of Directors authorized
increases of Mr. Pond's salary to $600,000 and of Mr. Martin's salary to
$360,000 per year.
PERSONAL SAVINGS AND RETIREMENT PLAN
We have adopted a Personal Savings and Retirement Plan, which we refer to
as the Retirement Plan, for all eligible employees who are not foreign nationals
or contract employees. The Retirement Plan includes a cash or deferred
arrangement under Section 401(k) of the Internal Revenue Code and matching
contributions under Section 401(m) of the Internal Revenue Code. Under the
401(k) plan, participants may elect to defer from 1% to 15% of their
compensation on an after-tax basis, directing the investment of these elective
deferrals among several mutual funds. We will make
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quarterly matching contributions equal to 75% of the first 6% of an employee's
before-tax elective deferral contributions for the period. Both elective
deferrals and matching contributions under the 401(k) plan will be fully vested
at all times.
FAIRCHILD BENEFIT RESTORATION PLAN
We have adopted the Fairchild Benefit Restoration Plan. Under the Fairchild
Benefit Restoration Plan, certain of our employees are eligible (i) to defer on
a before-tax basis amounts over and above those they are permitted by law to
defer under Fairchild International's Retirement Plan and (ii) to receive
matching contributions from our company equal to the difference between matching
contributions received under the Retirement Plan and the matching contributions
they would have received under the Retirement Plan but for statutory limits
applicable to such contributions. Deferral and matching contributions are
credited to accounts established and maintained by our company. Interest at a
rate equal to a commonly reported rate for long-term "A"-rated corporate bonds
is credited to participants' accounts at such times as determined by the Board
of Directors which administers the Fairchild Benefit Restoration Plan. The
Fairchild Benefit Restoration Plan is an unfunded plan of deferred compensation,
and amounts payable thereunder are paid out of our general corporate assets and
are subject to the claims of our general creditors.
FAIRCHILD INCENTIVE PROGRAM
We have adopted the Fairchild Incentive Program. Under the Fairchild
Incentive Program, all of our regular full-and part-time employees (with certain
limited exceptions) are eligible to receive annual or semiannual incentive
awards. The amount of each payment is based on a given employee's "Target
Award." Under the current formulation of the Fairchild Incentive Program, the
Target Award is 5% of annual compensation for non-exempt employees, from 5% to
15% (depending on grade level) of annual compensation for exempt employees, and
up to 35% (depending on grade level) of annual compensation for certain
management-level employees. Payment awards range from 0% to 250% of the Target
Award, depending on whether we achieve certain pre-established earnings goals.
Certain participants in the Fairchild Incentive Program are eligible to defer
awards, and to the extent that the deferral option applies only to certain
Fairchild Incentive Program participants, it constitutes a separate unfunded
plan known as the Fairchild Select Employee Incentive Deferral Plan. For
participants who elect deferral, we will establish and maintain book-entry
accounts to which we shall credit deferred payments and interest equal to a
commonly reported rate for long-term "A"-rated corporate bonds. We pay deferred
amounts and accrued interest to participants upon termination or on the date
pre-selected by the participant according to the terms of the Deferral Plan. The
Compensation Committee, which is presently comprised of the entire Board of
Directors, administers the Fairchild Incentive Program and reserves the right,
among other things, not to make award payments, and to modify or amend the
Fairchild Incentive Program. The Deferral Plan is an unfunded plan of deferred
compensation, and benefits payable thereunder are paid out of our general
corporate assets and are subject to the claims of our general creditors.
FSC SEMICONDUCTOR CORPORATION 1997 EXECUTIVE OFFICER INCENTIVE PLAN
We adopted the FSC Semiconductor Corporation 1997 Executive Officer
Incentive Plan on March 11, 1997 and subsequently amended and restated it on
June 1, 1998. Under the Executive Officer Incentive Plan, certain of our
executive officers may be eligible to receive annual incentive awards, based on
a "Target Award" which ranges from 40% to 90% of an officer's base annual
compensation. Actual award payments range from 0% to 250% of the Target Award
depending on the extent to which we achieve or surpass pre-established earnings
goals. Participants may elect to defer all or any portion of an award payment.
For participants who elect deferral, we will establish and maintain book-entry
accounts, and credit cash account annually with deferred payments, as well as
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interest at a rate equal to a commonly reported rate for long-term A-rated
corporate bonds. We pay deferrals and accrued interest thereon to participants
upon termination or on a date pre-selected by the participant according to the
terms of the Executive Officer Incentive Plan. The Board of Directors determines
eligibility for Executive Officer Incentive Plan participation, performance
goals and other terms of the Executive Officer Incentive Plan. To the extent of
any deferrals, the Executive Officer Incentive Plan is an unfunded plan of
deferred compensation, and benefits payable thereunder are paid out of our
general corporate assets and are subject to the claims of our general creditors.
1997 STOCK OPTION PLAN
Fairchild International has adopted the 1997 Stock Option Plan. We may
grant to regular salaried officers and key employees of our company and
Fairchild Semiconductor Corporation options for up to 6,084,000 shares of Class
A Common Stock under the 1997 Stock Option Plan, as amended. The plan authorizes
our company to grant either (i) options intended to constitute incentive stock
options under the Internal Revenue Code of 1986, as amended, or (ii)
non-qualified stock options. Under the 1997 Stock Option Plan, our board of
directors determines the exercise price of each option granted. The maximum term
of any option is ten years from the date of grant for incentive stock options
and ten years and one day from the date of grant for non-qualified stock
options. Options granted are exercisable at the determination of our board of
directors, and most options currently vest ratably over approximately five
years. Within any one-year period, employees may not receive options to purchase
more than 200,000 shares of Class A Common Stock. As of June 25, 1999, there
were 7,785,698 shares of common stock subject to outstanding options and
warrants. On June 24, 1999, the board of directors authorized grants of options
to purchase a total of 625,000 shares of Class A Common Stock, including options
for 200,000 shares to Kirk P. Pond, 100,000 shares to Joseph R. Martin, 75,000
shares to Daniel E. Boxer, 50,000 shares to W. Wayne Carlson and 50,000 shares
to Jerry M. Baker. The options will vest over a five-year period following the
date of grant and may be exercised at the fair market value on the date of
grant. In addition, the board authorized the grant of options to purchase shares
of Class A Common Stock equal in the aggregate to 2% of the number of shares
outstanding after giving effect to the offering. These options will vest over a
five-year period and will be exercisable at the fair market value on the date of
grant.
Following this offering, we intend to amend the 1997 Stock Option Plan to,
among other things, (i) increase the number of shares of Class A Common Stock
available for grant under the plan, (ii) increase the number of shares of Class
A Common Stock permitted to be granted to any employee within any one-year
period, (iii) set the maximum exercise price of each option granted at the then
current market price and (iv) permit the grant of options to regular salaried
officers and key employees of Fairchild Korea Semiconductor Ltd.
EMPLOYEE STOCK PURCHASE SAVINGS PLAN
We adopted the Employee Stock Purchase Savings Plan (the "Savings Plan"),
pursuant to which participating employees contribute a portion of their salary,
through payroll deductions, to the Savings Plan and in return obtain an interest
in the Savings Plan. The contributions to the Savings Plan are held in trust for
the benefit of the participating employees and are invested in one or more
money-market funds. In addition, participating employees become eligible to use
funds contributed to the Savings Plan to purchase, if they so choose, shares of
Class A Common Stock concurrently and in connection with an initial public
offering of such stock. Upon an initial public offering of our Class A Common
Stock registered with the SEC, the Savings Plan authorizes our company to issue
to participating employees up to the lesser of (i) shares having an aggregate
sales price of $5.0 million and (ii) shares representing 2.5% of the total
number of shares issuable pursuant to such initial public offering. Such shares
will be offered to participating employees at a price equal to or
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<PAGE> 97
less than the price at which shares of Class A Common Stock are offered to the
public generally in such public offering.
In conjunction with this offering, we intend to terminate the Savings Plan.
When the Savings Plan is terminated, each participating employee will receive in
a lump sum all of the employee's contributions to the Savings Plan plus accrued
interest. Each employee will have the option to keep the funds or use any
portion of the funds to purchase shares of Class A Common Stock at the price per
share in this offering. Had we terminated the Savings Plan on May 13, 1999,
participating employees would have been entitled to receive payments totalling
$1,744,615 and shares of Class A Common Stock would have been issuable
if participating employees had chosen to use all such funds to purchase
shares of Class A Common Stock as described above. See "Underwriting."
In connection with this offering, on June 24, 1999 the board of directors
authorized a new employee stock purchase plan, pursuant to which employees will
have an opportunity to purchase shares of our Class A Common Stock at a 15%
discount off the current market price. Shares purchased under the plan will be
purchased in open-market transactions.
POWER DEVICE BUSINESS EMPLOYMENT AGREEMENTS AND BENEFIT PLANS
In connection with the acquisition of the power device business, we
executed employment agreements with Dr. Deok J. Kim, Vice President and General
Manager of the power device business, the head of sales and marketing of the
power device business and the Vice President of the Bucheon plant.
We also provide key management of the power device business, as well as all
other employees, with compensation and benefits plans comparable to those that
were in place on the date of the acquisition of the power device business. These
plans consist of all legally mandated and nationally-sponsored benefits plans
such as national medical insurance, unemployment insurance and a national
pension program, as well as privately sponsored plans such as a medical
treatment guarantee program and a personal pension contribution program. We will
either continue in the Samsung Electronics-sponsored programs that currently
exist or replicate existing Samsung Electronics programs under the sponsorship
of Fairchild Korea Semiconductor Ltd.
In addition to the above-mentioned benefits plans, we are continuing
incentive compensation programs of the power device business which existed at
the date of the acquisition of the power device business. These programs include
an Individual Incentive Plan which provides potential annual incentive
compensation for key employees, a Productivity Incentive Plan which pays
semi-annually based on productivity rankings and a Management by Objectives
Incentive Plan which pays semi-annually based on reaching EBITDA goals (as
defined in the plan). These incentive plans make incentive payments available in
multiples of the employee's monthly base salary, with varying caps on the
payments available under the various plans, so that an employee can earn a
maximum of 200% of monthly base salary under any one plan. Under all of the
various incentive plans, the average employee will receive approximately six
months of pay in the form of incentive payments during a fiscal year.
AFFILIATES' INTERESTS IN THIS OFFERING
Citicorp Venture Capital Ltd. owns an interest in Sterling. Citicorp
Mezzanine Partners, L.P., the general partner of which is an affiliate of
Citicorp Venture Capital, contributed $50.0 million in cash to our company in
exchange for a 12.5% Subordinated Note Due 2008 and a warrant to purchase
3,538,228 shares of our common stock. We contributed the $50.0 million from
Citicorp Mezzanine Partners, L.P. to Fairchild Semiconductor Corporation as a
capital contribution. The
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12.5% Subordinated Note is being repaid in full in connection with this
offering, upon which event the warrant is no longer exercisable.
In connection with the recapitalization of Fairchild Semiconductor
Corporation, the existing stockholders of our company entered into the
Stockholders' Agreement containing agreements among such stockholders with
respect to the capital stock and corporate governance of our company and
Fairchild Semiconductor Corporation. Amendments to the Stockholders' Agreement,
which were effected on May 29, 1998, resulted in the lapse of risks of
forfeiture by executive officers of Fairchild Semiconductor Corporation with
respect to their stock in our company. The lapse of such restrictions resulted
in the incurrence by such executive officers of liability for federal and state
income tax. Fairchild Semiconductor Corporation made loans to such executive
officers in June 1998 to enable such officers to fund such tax liabilities.
These loans were in the following amounts: Kirk P. Pond -- $1,686,164; Joseph R.
Martin -- $843,094; Daniel E. Boxer -- $347,060; Darrell Mayeux -- $347,060; W.
Wayne Carlson -- $347,060; and Jerry M. Baker -- $350,600. Such loans bear
interest at a rate of 6% per annum. Such loans (including accrued but unpaid
interest thereon) will be canceled upon the occurrence of this offering. We have
agreed to pay to such executive officers amounts sufficient to enable them to
discharge all tax liabilities arising out of the cancellation of such loans (as
well as all tax liabilities arising out of such payments). Any such executive
officer whose employment terminates prior to the completion of this offering
will be required to repay any uncanceled amounts immediately. It is anticipated
that the amounts payable by Fairchild Semiconductor Corporation with respect to
such executive officers' tax liabilities (assuming no repayment obligation on
the part of any executive officer and cancellation in full after 4 years) are as
follows: Kirk P. Pond -- $1,811,523; Joseph R. Martin -- $905,763; Daniel E.
Boxer -- $372,858; Darrell Mayeux -- $372,858; W. Wayne Carlson -- $372,858; and
Jerry M. Baker -- $384,287.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Concurrently with the recapitalization, Fairchild Semiconductor Corporation
and National Semiconductor entered into several agreements that remain in
effect. Under the Asset Purchase Agreement, dated as of March 11, 1997, National
Semiconductor agreed to indemnify Fairchild Semiconductor Corporation from
damages arising out of any liabilities other than those assumed by Fairchild
Semiconductor Corporation in connection with such asset sale. In addition, the
Asset Purchase Agreement contains a provision that, subject to certain
limitations, forbids National Semiconductor for a period of five years beginning
on March 11, 1997 from engaging in any business competing with our products in
existence on March 11, 1997. For a period of 39 months beginning on March 11,
1997 the Asset Purchase Agreement, subject to certain limitations, forbids
Fairchild Semiconductor Corporation from engaging in any business competing with
National Semiconductor's products in existence on March 11, 1997.
Under the Technology Licensing and Transfer Agreement, dated March 11,
1997, between Fairchild Semiconductor Corporation and National Semiconductor,
National Semiconductor assigned or non-exclusively licensed to Fairchild
Semiconductor Corporation certain patent, copyright, maskwork, trade secret and
trademark rights necessary to Fairchild Semiconductor Corporation's business and
to make certain improvements to Fairchild Semiconductor Corporation's product
line. These rights include a non-exclusive license to practice certain processes
necessary to Fairchild Semiconductor Corporation's business. For patent rights,
National Semiconductor assigned to Fairchild Semiconductor Corporation 150
patents and granted Fairchild Semiconductor Corporation, a worldwide,
royalty-free, non-exclusive license under applicable patents and patent
applications, for the life of such patents (but without right to sublicense) to
manufacture, package, use, sell, offer for sale, import, design or develop
Fairchild Semiconductor Corporation's products and certain improvements to those
products. With respect to copyrights and maskworks used in Fairchild
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Semiconductor Corporation's business. National Semiconductor granted Fairchild
Semiconductor Corporation an undivided interest in certain co-owned copyrights
and maskworks. For trademarks, National Semiconductor assigned certain
trademarks related to Fairchild Semiconductor Corporation's products and granted
licenses recognizing transitional use of visible trademarks and of product-
embedded trademarks, which embedded trademarks in some cases will not be
eliminated until the relevant product is discontinued or replaced. For patents
that National Semiconductor assigned to Fairchild Semiconductor Corporation, a
worldwide, paid-up, royalty-free, non-exclusive license, with a limited right to
sublicense, was granted by Fairchild Semiconductor Corporation to National
Semiconductor. National Semiconductor and Fairchild Semiconductor Corporation
further cross-licensed certain discoveries, improvements or inventions occurring
within one year after March 11, 1997, with no right to grant sublicenses (except
for the purpose of settling third party claims against Fairchild Semiconductor
Corporation). The agreement further provides that National Semiconductor, for a
period of time, shall indemnify and render assistance to Fairchild Semiconductor
Corporation for intellectual property claims made by third parties.
Under the National Foundry Services Agreement and the Fairchild Foundry
Services Agreement, each dated March 11, 1997, National Semiconductor and
Fairchild Semiconductor Corporation agreed to manufacture semiconductor products
(i.e., provide "foundry" services) for each other during at least the 39-month
period beginning on March 11, 1997. Foundry services are the manufacturing
processes through which thousands of integrated circuits are fabricated from raw
silicon wafers. The Fairchild Foundry Services Agreement establishes the terms
and conditions under which Fairchild Semiconductor Corporation provides foundry
services for National Semiconductor and the National Foundry Services Agreement
defines the terms and conditions under which National Semiconductor provides
foundry services for Fairchild Semiconductor Corporation. Both foundry
agreements (i) establish the processes the foundry service provider shall use,
(ii) define purchase commitments and production forecasts, (iii) establish
pricing, (iv) provide for engineering support from the other party, (v)
establish quality standards, (vi) specify delivery and payment terms among other
things, and (vii) specify warranty and inspection terms.
The National Assembly Services Agreement and the Fairchild Assembly
Services Agreement, each dated March 11, 1997, provide for assembly and test
services between National Semiconductor and Fairchild Semiconductor Corporation
during at least the 39-month period beginning on March 11, 1997. During the
assembly and test phase of semiconductor production, the thousands of integrated
circuits produced on silicon wafers during the foundry phase are separated and
packaged into individual devices ready for sale to customers. The Fairchild
Assembly Services Agreement sets forth the terms and conditions under which
National Semiconductor provides such services for Fairchild Semiconductor
Corporation. Similar to the foundry agreements, the assembly agreements
establish terms for (i) volume commitments and production planning, (ii)
ordering and shipping, (iii) quality, inspection and acceptance of finished
goods and (iv) pricing and payment.
National Semiconductor and Fairchild Semiconductor Corporation entered into
the Mil/Aero Wafer and Services Agreement, dated March 11, 1997, which
establishes, in a similar fashion, the terms and conditions under which
Fairchild Semiconductor Corporation manufactures integrated circuits for certain
military and aerospace industry customers of National Semiconductor.
Under a letter agreement, dated March 11, 1997, between National
Semiconductor and Fairchild Semiconductor Corporation, National Semiconductor is
required to purchase from Fairchild Semiconductor Corporation a minimum of
$330.0 million in goods and services in the 39-month period beginning on March
11, 1997, subject to certain conditions and adjustments.
Under the Transition Services Agreement, dated March 11, 1997, National
Semiconductor provided a number of business support services to Fairchild
Semiconductor Corporation in order to assist in Fairchild Semiconductor
Corporation's conversion to an independent entity, from March 11,
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1997 until, in most instances, June 1, 1998, which deadline was extended with
respect to some services until August 31, 1998. These services included (i) data
processing and communication services, (ii) financial and administrative
support, (iii) purchasing services, (iv) marketing and sales services, (v)
logistics and operational support services, (vi) human resources and benefits
services and (vii) security assistance and consulting. National Semiconductor
also agreed to provide Fairchild Semiconductor Corporation, during such period,
with additional services as provided in separate shared facilities and services
agreements for the South Portland, Maine, site and a sublease for the Santa
Clara, California, site (the latter site having been vacated by Fairchild
Semiconductor Corporation during Fiscal Year 1998). Generally, such agreements
provided that National Semiconductor would invoice Fairchild Semiconductor
Corporation for the services provided, with certain charges based on a fixed
cost and other charges based on National Semiconductor's actual incurred costs.
In addition, under the agreements National Semiconductor granted to Fairchild
Semiconductor Corporation a royalty-free, perpetual and irrevocable worldwide
license to use National Semiconductor's in-house business, engineering and
manufacturing systems software. The license survives termination of such
agreements.
Daniel E. Boxer was a partner of Pierce Atwood, a Portland, Maine law firm,
during a portion of the fiscal year ended May 25, 1997. Pierce Atwood performed
legal services for Fairchild Semiconductor Corporation during such fiscal year
and continued to perform legal services for Fairchild Semiconductor Corporation
in Fiscal Year 1998.
Keith Jackson, Executive Vice President, Analog, Mixed Signal and
Non-Volatile Memory Products Group, received a loan in the amount of $100,000
from Fairchild Semiconductor Corporation on April 15, 1998 in order to assist
him in covering the costs of relocating to take this position. Such loan bears
interest at a rate of 6% per annum, with all accrued interest payable on each
April 15, beginning April 15, 1999. The outstanding principal of the loan is
payable in full upon the earlier of (a) six months after any initial public
offering of our company's stock, (b) 60 days after Mr. Jackson ceases to be
employed by Fairchild Semiconductor Corporation or (c) April 15, 2003.
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PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of each holder of 5% or more of the outstanding shares of Class A
Common Stock (its only voting class of stock), each director and each executive
officer named in the Summary Compensation Table, and all directors and officers
as a group, as of March 31, 1999 and as adjusted to give effect to this
offering, but without giving effect to the exercise of the underwriters'
over-allotment option.
The numbers shown in the table below assume no exercise by the underwriters
of their over-allotment option. National Semiconductor has granted the
underwriters an option to purchase up to shares of Class A Common Stock to
cover over-allotments, if any. If the underwriters exercise this over-allotment
option in full, National Semiconductor will beneficially own shares ( %)
of the Class A Common Stock, shares ( %) of the Class B Common Stock and
% of the total number of shares of common stock outstanding after the
offering. If the underwriters do not exercise their over-allotment option,
National Semiconductor will not sell any shares in the offering.
<TABLE>
<CAPTION>
CLASS A COMMON CLASS B COMMON
STOCK(1) STOCK(2)
---------------------------------------------- --------------------
NUMBER NUMBER PERCENT OF
OF SHARES PERCENT OF SHARES PERCENT COMMON
PRIOR TO PRIOR TO AFTER AFTER NUMBER STOCK
NAME OF BENEFICIAL OWNER OFFERING OFFERING OFFERING OFFERING OF SHARES PERCENT AFTER OFFERING
- ------------------------ ----------- -------- ---------- -------- ---------- ------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sterling Holding Company, LLC
c/o Fairchild Semiconductor
Corporation
333 Western Avenue
South Portland, Maine
04106(3)(4)(7)................. 14,212,000 48.1% % 28,396,000 85.1%
National Semiconductor
Corporation
2900 Semiconductor Drive
Santa Clara, California
95052(5)(7).................... 4,380,000 14.8% % 4,980,000 14.9%
Kirk P. Pond
c/o Fairchild Semiconductor
Corporation
333 Western Avenue
South Portland, Maine 04106.... 3,275,836 11.1% 3,275,836 % -- --
Joseph R. Martin
c/o Fairchild Semiconductor
Corporation
333 Western Avenue
South Portland, Maine 04106.... 1,637,920 5.5% 1,637,920 % -- --
H.M. Payson & Co., Trustee
of the Fairchild NSC Deferred
Compensation Plan Trust
P.O. Box 31
Portland, Maine 04112(7)....... 435,520 1.5% % -- --
Daniel E. Boxer................ 668,208 2.3% % -- --
Jerry M. Baker................. 668,208 2.3% 668,208 % -- --
W. Wayne Carlson............... 668,208 2.3% 668,208 % -- --
Brian L. Halla(5).............. 4,380,000 14.8% -- 4,980,000 14.9%
William N. Stout(3)............ 14,212,000 48.1% -- 28,396,000 85.1%
Richard M. Cashin(3)........... 14,212,000 48.1% -- -- 28,396,000 85.1%
Paul C. Schorr IV(3)........... 14,212,000 48.1% -- -- 28,396,000 85.1%
Ronald W. Shelly............... -- -- -- -- -- --
All directors and executive
officers as a group (14
persons)(6)(7)............... 26,278,908 88.9% % -- --
</TABLE>
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- -------------------------
(1) Does not include shares of Class A Common Stock issuable upon conversion of
Class B Common Stock. A holder of Class B Common Stock may convert any or
all of his shares into an equal number of shares of Class A Common Stock,
provided that such conversion would be permitted only to the extent that the
holder of shares to be converted would be permitted under applicable law to
hold the total number of shares of Class A Common Stock which would be held
after giving effect to the conversion.
(2) Does not include shares of Class B Common Stock issuable upon conversion of
Class A Common Stock. A holder of Class A Common Stock may convert any or
all of his shares into an equal number of shares of Class B Common Stock.
(3) William N. Stout, who is one of our directors, is affiliated with Sterling
in the capacities described under "Management -- Directors and Executive
Officers." All shares listed for Mr. Stout are held by Sterling, which Mr.
Stout may be deemed to beneficially own. Mr. Stout disclaims beneficial
ownership of such shares. Richard M. Cashin and Paul C. Schorr IV, two of
our directors, are affiliated with Sterling in the capacities described
under "Management -- Directors and Executive Officers" and footnote (4)
below. All shares listed for Mr. Cashin and Mr. Schorr are held by Sterling,
which Mr. Cashin and Mr. Schorr may be deemed to beneficially own. Each of
Mr. Cashin and Mr. Schorr disclaims beneficial ownership of such shares.
(4) Citicorp Venture Capital Ltd. owns an interest in Sterling. Citicorp
Mezzanine Partners, L.P., the general partner of which is an affiliate of
Citicorp Venture Capital, contributed $50.0 million in cash to our company
in exchange for the 12.5% Subordinated Note Due 2008 and a warrant to
purchase 3,538,228 shares of our common stock. We contributed such $50.0
million to Fairchild Semiconductor Corporation as a capital contribution.
The 12.5% Subordinated Note Due 2008 is being repaid in full in connection
with this offering, upon which event the warrant is no longer exercisable.
(5) Brian L. Halla, who is one of our directors, is affiliated with National
Semiconductor in the capacities described under "Management -- Directors and
Executive Officers." All shares listed for Mr. Halla are held by National
Semiconductor, which Mr. Halla may be deemed to beneficially own. Mr. Halla
disclaims beneficial ownership of such shares.
(6) Does not include shares held for the benefit of executive officers by H.M.
Payson & Co., trustee of the Fairchild Semiconductor Corporation Deferred
Compensation Plan Trust. Under the terms of that trust, the executive
officers do not beneficially own the shares held for their benefit under the
meaning of the Securities Act. See "Deferred Compensation Agreements."
(7) The following table sets forth certain information with respect to the
security ownership of the 12% Series A Cumulative Compounding Preferred
Stock. All of the outstanding shares of the 12% Series A Cumulative
Compounding Preferred Stock are being converted into shares of Class A
Common Stock in connection with this offering at the assumed initial public
offering price, less assumed underwriting discounts and commissions, of $
per share. The number of shares of Class A Common Stock to be
received upon conversion of the 12% Series A Cumulative Compounding
Preferred Stock is included in the column "Number of shares after Offering."
<TABLE>
<CAPTION>
12% SERIES A SHARES OF CLASS A
CUMULATIVE COMMON STOCK
COMPOUNDING RECEIVED UPON
PREFERRED STOCK CONVERSION
----------------- -----------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT NUMBER
------------------------ ------ ------- -----------------
<S> <C> <C> <C>
Sterling Holding Company, LLC............................... 53,113 75.9%
National Semiconductor Corporation.......................... 11,667 16.7%
H.M. Payson & Co., Trustee of the Fairchild NSC Deferred
Compensation Plan Trust................................... 4,582 6.5%
All directors and executive officers as a group (14
persons).................................................. 332 0.5%
Other management employees.................................. 306 0.4%
</TABLE>
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DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock gives effect to this
offering and the conversion of all outstanding shares of 12% Series A Cumulative
Compounding Preferred Stock into Class A Common Stock, which will occur prior to
or simultaneously with this offering. Our capital stock consists of (1)
160,000,000 authorized shares of common stock, par value $.01 per share, divided
into two classes consisting of (a) 80,000,000 shares of Class A Common Stock, of
which shares are outstanding ( shares assuming the underwriters'
over-allotment option is exercised) and (b) 80,000,000 shares of Class B Common
Stock, of which shares are outstanding. On January 5, 1998, our Board of
Directors approved a four-for-one common stock split in the form of a stock
dividend. Stockholders received three additional shares for each share held.
Such distribution was made on April 29, 1998 to stockholders of record on that
date. All share amounts in the accompanying consolidated financial statements
have been restated to retroactively reflect the split.
The following description of the terms and provisions of our capital stock
is not complete, and you should read our Restated Certificate of Incorporation
and By-Laws (each of which will become effective when this offering is
completed) which have been filed as exhibits to the Registration Statement of
which this prospectus is a part.
CLASS A COMMON STOCK
The holders of Class A Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. Our
Restated Certificate of Incorporation will provide for cumulative voting for
directors. Under cumulative voting, at all elections for directors each holder
of Class A Common Stock will be entitled to as many votes as would equal the
number of shares he or she holds multiplied by the number of directors to be
elected. The holder may cast all of his or her votes for a single candidate or
may distribute them among any number of candidates. The holders of Class A
Common Stock will be entitled to such dividends as may be declared at the
discretion of our Board of Directors out of funds legally available for that
purpose. The holders of Class A Common Stock will be entitled to share ratably
with holders of Class B Common Stock in the net assets of our company upon
liquidation after payment or provision for all liabilities. A holder of Class A
Common Stock may convert any or all of his shares into an equal number of shares
of Class B Common Stock. We have never paid and we do not anticipate declaring
or paying any cash dividends on shares of our Class A Common Stock in the
foreseeable future. See "Dividend Policy." As of February 28, 1999, there were
79 holders of record of our Class A Common Stock.
CLASS B COMMON STOCK
Except as required by law, the holders of Class B Common Stock have no
voting rights. The holders of Class B Common Stock will be entitled to such
dividends as may be declared at the discretion of our Board of Directors out of
funds legally available for that purpose. The holders of Class B Common Stock
will be entitled to share ratably with holders of Class A Common Stock in the
net assets of our company upon liquidation after payment or provision for all
liabilities. A holder of Class B Common Stock may convert any or all of his
shares into an equal number of shares of Class A Common Stock, provided that
such conversion would be permitted only to the extent that the holder of such
shares to be converted certifies to us in writing that the holder would be
permitted under applicable law to hold the total number of shares of Class A
Common Stock which would be held after giving effect to the conversion. We have
never paid and we do not anticipate declaring or paying any cash dividends on
shares of our Class B Common Stock in the foreseeable future. As of February 28,
1999, there were 2 holders of record of our Class B Common Stock.
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12% SERIES A CUMULATIVE COMPOUNDING PREFERRED STOCK
Until this offering is completed, we will have 70,000 shares of 12% Series
A Cumulative Compounding Preferred Stock issued and outstanding. The 12% Series
A Cumulative Compounding Preferred Stock has a stated value of $1,000 per share
and is entitled to annual dividends when, as and if declared, which dividends
are cumulative, whether or not earned or declared, accruing at a rate of 12% and
compounding annually. All outstanding shares of 12% Series A Cumulative
Compounding Preferred Stock will be converted into shares of Class A Common
Stock in connection with this offering and no preferred stock will be authorized
after this offering. See "Debt Repayment and Preferred Stock Conversion
Transactions."
OTHER PROVISIONS OF OUR RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS
Our Restated Certificate of Incorporation will restrict the ability of
Fairchild International's board of directors to adopt "shareholder rights"
plans. Our bylaws provide that the number of positions on our board of directors
will be fixed from time to time by the board of directors. The Restated
Certificate of Incorporation will provide that the board of directors may not
have fewer than seven members, except in cases where a director dies, resigns or
is unable to serve on the board, in which case the board may act with fewer than
seven members until the stockholders elect a replacement. The Restated
Certificate of Incorporation also states that the board of directors cannot have
staggered terms. The Restated Certificate of Incorporation will also provide
that any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the actions taken, is
executed by stockholders having at least the minimum number of votes needed to
authorize the action at a meeting at which all shares entitled to vote were
present and voting. The Restated Certificate will also provide that holders of
15% of outstanding shares of common stock may call a special meeting of the
stockholders. The Restated Certificate of Incorporation will also contain
provisions requiring a supermajority vote of stockholders to amend provisions
that restrict actions of directors or that provide rights to stockholders. Other
provisions may be amended with a simple majority vote of the stockholders.
Under the Restated Certificate of Incorporation, we will not be subject to
the provisions of Section 203 of the General Corporation Law of Delaware
regulating takeovers.
STOCKHOLDERS' AGREEMENT
The existing stockholders of our company entered into a Securities Purchase
and Holders Agreement, which we refer to as the Stockholders' Agreement,
containing agreements among such stockholders with respect to the capital stock
and corporate governance of our company and Fairchild Semiconductor Corporation.
The Stockholders' Agreement contains provisions which restrict the ability
of the stockholders to transfer any common stock or 12% Series A Cumulative
Compounding Preferred Stock. Neither Sterling nor any of its affiliates may sell
any of their shares of our common stock to us or any of our affiliates without
offering the other stockholders who are party to the agreement a pro rata
opportunity to participate in such sale. In addition, the Stockholders'
Agreement restricts certain transactions between our company and Fairchild
Semiconductor Corporation, on the one hand, and owners of 15% or more of the
common stock and their affiliates, on the other hand.
Amendments to the Stockholders' Agreement, which were effected on May 29,
1998, resulted in the lapse of risks of forfeiture by our executive officers
with respect to their stock in our company. The lapse of such restrictions
resulted in the incurrence by such executive officers of liability for federal
and state income tax. We made loans to such executive officers in June 1998 to
enable such
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officers to fund such tax liabilities and in connection with this offering will
forgive such loans and indemnify these executives for such taxes. See
"Affiliates' Interest in this Offering."
REGISTRATION RIGHTS AGREEMENT
In connection with the entry by the existing stockholders of our company
into the Stockholders' Agreement, our company, Sterling, some key employees of
Fairchild International, National Semiconductor and such stockholders entered
into a Registration Rights Agreement. Pursuant to the Registration Rights
Agreement, upon the written request of Sterling or National Semiconductor, we
will prepare and file a registration statement with the Securities and Exchange
Commission concerning the distribution of all or part of the shares held by
Sterling or National Semiconductor and use our best efforts to cause such
registration statement to become effective. If at any time we file a
registration statement for the common stock pursuant to a request by Sterling,
National Semiconductor or otherwise (other than a registration statement on Form
S-8, Form S-4 or any similar form, a registration statement filed in connection
with a share exchange or an offering solely to our employees or existing
stockholders, or a registration statement registering a unit offering), we will
use our best efforts to allow the other parties to the Registration Rights
Agreement to have their shares of common stock (or a portion of their shares
when an underwriter determines that registering fewer than all their shares is
advisable) included in such offering of common stock. We will pay the
registration expenses of the selling stockholders, other than underwriting fees,
brokerage fees and transfer taxes applicable to the shares sold by such
stockholders or the fees and expenses of any accountants or other
representatives retained by a selling stockholder.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Class A Common Stock is
BankBoston, N.A.
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DESCRIPTION OF CERTAIN INDEBTEDNESS
The following is a summary of significant indebtedness of our company and
Fairchild Semiconductor Corporation that will be outstanding following
consummation of this offering. To the extent such summary contains descriptions
of documents governing our indebtedness, such descriptions do not purport to be
complete and are qualified in their entirety by reference to such documents,
which we will provide you upon request.
SENIOR CREDIT FACILITIES
GENERAL. In connection with the acquisition of the power device business,
we entered into the senior credit facilities with a syndicate of financial
institutions, as lenders, Credit Suisse First Boston, New York Branch, as the
Administrative Agent, Salomon Brothers Holding Company Inc, as Syndication
Agent, and ABN Amro Bank, N.V. and Fleet National Bank, as Documentation Agents.
The senior credit facilities provide for up to $410.0 million of aggregate
borrowing capacity for Fairchild Semiconductor Corporation consisting of:
- a secured $100.0 million funded tranche A term loan facility;
- a secured $210.0 million funded tranche B term loan facility; and
- a secured $100.0 million revolving line of credit, including up to $10.0
million of swingline loans.
GUARANTEES; SECURITY. Fairchild Semiconductor Corporation's obligations
under the senior credit facilities are unconditionally guaranteed, jointly and
severally, by our company, Fairchild Semiconductor Corporation of California and
all of Fairchild Semiconductor Corporation's subsequently acquired or organized
domestic, and, to the extent no adverse tax consequences will result, foreign,
subsidiaries. Fairchild Semiconductor Corporation's obligations and those of
such guarantors under the senior credit facilities are secured by a pledge of
all of Fairchild Semiconductor Corporation's capital stock and by substantially
all of the assets of our company, Fairchild Semiconductor Corporation, Fairchild
Semiconductor Corporation of California and all of Fairchild Semiconductor
Corporation's subsequently acquired or organized domestic, and, to the extent no
adverse tax consequences will result, foreign, subsidiaries. None of Fairchild
Semiconductor Corporation's foreign subsidiaries guarantee the senior credit
facilities, and the senior credit facilities are not secured by a pledge of the
intercompany debt obligations of Fairchild Korea Semiconductor Ltd. The only
intercompany debt obligation of Fairchild Korea Semiconductor Ltd. is with
respect to the corporate bonds issued by it in connection with the acquisition
of the power device business. Less than two-thirds of the capital stock of
Fairchild Korea Semiconductor Ltd. has been pledged to secure the senior credit
facilities.
AMORTIZATION; INTEREST; FEES; MATURITY. The tranche A facility is subject
to amortization payments required to be made in quarterly installments which
commence on September 30, 1999 until final payment is made on March 31, 2004.
The tranche B facility is subject to amortization payments required to be made
in quarterly installments which commence on September 30, 1999 until final
payment is made on December 15, 2004. The revolving credit facility is available
until March 31, 2004 unless terminated earlier under the terms of the facility.
Borrowings under the tranche A facility, tranche B facility and revolving
credit facility portions of the senior credit facilities bear interest at a rate
equal to, at Fairchild Semiconductor Corporation's option, either (i) a base
rate which is based on the prime rate most recently announced by the
Administrative Agent or the Federal Funds rate plus one-half of 1% or (ii) the
applicable London interbank offered rate, in each case plus an applicable margin
determined by reference to the ratio of Consolidated Indebtedness to
Consolidated EBITDA (each as defined in the senior credit facilities).
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In general, Consolidated Indebtedness means the debt obligations of our company
and our subsidiaries and Consolidated EBITDA means our company's consolidated
net income before interest, taxes, depreciation and amortization. In addition,
the senior credit facilities are subject to a commitment fee of 0.50% per annum
of the undrawn portion of the revolving credit facility, and letter of credit
fees with respect to each letter of credit outstanding under the senior credit
facilities equal to (i) the spread over Adjusted LIBO Rate (as defined in the
senior credit facilities) in effect for loans under the revolving credit
facility and (ii) 0.25% per annum on the face amount of all outstanding letters
of credit. In general, Adjusted LIBO Rate means the London interbank offered
rate as adjusted by the applicable reserve percentage.
PREPAYMENTS. The loans under the senior credit facilities are required to
be prepaid with all or a portion of the net cash proceeds from asset and capital
stock sales and dispositions, incurrences of indebtedness, offerings of common
equity securities and by 50 or 75% of Fairchild Semiconductor Corporations's
annual Excess Cash Flow (as defined in the senior credit facilities). In
general, Excess Cash Flow means, for any fiscal year of our company, the excess
of (a) the sum of:
- consolidated EBITDA for such fiscal year;
- extraordinary cash receipts of our company and our subsidiaries during
such fiscal year; and
- reductions to noncash working capital of our company and our subsidiaries
for such fiscal year;
over (b) the sum of:
- cash income taxes payable by our company and our subsidiaries for such
fiscal year;
- cash interest paid by our company and our subsidiaries during such fiscal
year;
- capital expenditures made in cash during such fiscal year;
- permanent repayments of indebtedness made by our company and our
subsidiaries during such fiscal year;
- prepayments of the principal of loans during such fiscal year;
- extraordinary cash expenses paid by our company and our subsidiaries
during such fiscal year;
- additions to noncash working capital for such fiscal year; and
- the amount of permitted capital expenditures being carried forward from
such fiscal year into the next fiscal year, net of the amount of
permitted capital expenditures carried forward into such fiscal year from
the previous fiscal year.
Voluntary prepayments may be made in whole or in part without premium or
penalty.
COVENANTS AND EVENTS OF DEFAULT. The senior credit facilities contain,
among other things, covenants restricting Fairchild Semiconductor's ability and
its subsidiaries' ability to dispose of assets, merge, pay dividends, repurchase
or redeem capital stock and indebtedness, including the 10 3/8% Senior
Subordinated Notes, incur indebtedness and guarantees, create liens, enter into
agreements with negative pledge clauses, make investments or acquisitions, enter
into sale and leaseback transactions, enter into transactions with affiliates,
change its business or make fundamental changes, and otherwise restrict
corporate actions. The senior credit facilities also contain a number of
financial maintenance covenants.
The senior credit facilities also include events of default customary for
these types of credit facilities and transactions, including but not limited to
nonpayment of principal or interest, violation of covenants, incorrectness of
representations and warranties, cross defaults and cross acceleration,
bankruptcy, material judgments, ERISA, actual or asserted invalidity of the
guarantees or the security documents and changes of control of our company. The
occurrence of any event of default could
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result in the acceleration of our and the guarantors' obligations under the
senior credit facilities, which could materially and adversely affect value of
our common stock.
10 1/8% SENIOR SUBORDINATED NOTES DUE 2007
Fairchild Semiconductor Corporation is the primary obligor on $300,000,000
in aggregate principal amount of 10 1/8% Senior Subordinated Notes. The 10 1/8%
Senior Subordinated Notes bear interest at a rate of 10 1/8% per annum, payable
semi-annually on March 15 and September 15 of each year.
Fairchild Semiconductor Corporation is required to redeem $150.0 million
principal amount of 10 1/8% Senior Subordinated Notes on March 15, 2005 and
$75.0 million principal amount of 10 1/8% Senior Subordinated Notes on March 15,
2006, in each case at a redemption price of 100% of the principal amount plus
accrued interest to the date of redemption, subject to its right to credit
against any such redemption 10 1/8% Senior Subordinated Notes acquired by
Fairchild Semiconductor Corporation otherwise than through any such redemption.
The 10 1/8% Senior Subordinated Notes are not otherwise redeemable prior to
March 15, 2002, except that, until March 15, 2000, Fairchild Semiconductor
Corporation may redeem up to an aggregate of $105.0 million of the principal
amount of the 10 1/8% Senior Subordinated Notes at the redemption price of 110%
of the principal amount of the 10 1/8% Senior Subordinated Notes plus accrued
interest to the date of redemption with the net proceeds of one or more
underwritten primary public offerings of common stock of our company or
Fairchild Semiconductor Corporation under effective registration statement, if
at least $150.0 million of the principal amount of the 10 1/8% Senior
Subordinated Notes remains outstanding after each such redemption. On and after
March 15, 2002, the 10 1/8% Senior Subordinated Notes are redeemable at
Fairchild Semiconductor Corporation's option at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest to the applicable redemption date, if redeemed during the 12-month
period beginning on March 15 in the years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
<S> <C>
2002........................................................ 105.063%
2003........................................................ 103.375
2004........................................................ 101.688
2005 and thereafter......................................... 100.000
</TABLE>
Upon a change of control of Fairchild Semiconductor Corporation, each
holder of the 10 1/8% Senior Subordinated Notes may require Fairchild
Semiconductor Corporation to repurchase the 10 1/8% Senior Subordinated Notes
held by such holder at 101% of the principal amount thereof plus accrued
interest to the date of repurchase.
The 10 1/8% Senior Subordinated Notes are unsecured senior subordinated
obligations of Fairchild Semiconductor Corporation and are subordinated in right
of payment to all existing and future senior indebtedness of Fairchild
Semiconductor Corporation. The 10 1/8% Senior Subordinated Notes rank pari passu
in right of payment with all senior subordinated indebtedness of Fairchild
Semiconductor Corporation and senior to any other subordinated indebtedness of
Fairchild Semiconductor Corporation.
The payment of principal, premium, if any, and interest on the 10 1/8%
Senior Subordinated Notes is fully and unconditionally guaranteed on a senior
subordinated basis by our company and the subsidiary guarantors. The guaranties
by our company and the subsidiary guarantors are subordinated to all existing
and future senior indebtedness of such parties, including our company's and the
subsidiary guarantors' guaranties of Fairchild Semiconductor Corporation's
obligations under the senior credit facilities. Our company currently conducts
no business and has no significant assets other than the capital stock of
Fairchild Semiconductor Corporation, all of which has been pledged to
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secure our company's obligations under the senior credit facilities. The
guaranty of our company or a subsidiary guarantor, as the case may be, may be
released upon a sale of our company or a subsidiary guarantor, as the case may
be, or upon repayment or defeasance of the 10 1/8% Senior Subordinated Notes in
each case as permitted by the indenture governing the 10 1/8% Senior
Subordinated Notes.
The indenture governing the 10 1/8% Senior Subordinated Notes contains
restrictive covenants substantially identical to those contained in the
indenture governing the 10 3/8% Senior Subordinated Notes, including covenants
that limit, among other things, (i) the incurrence of additional debt by
Fairchild Semiconductor Corporation and its subsidiaries, (ii) the payment of
dividends on Fairchild Semiconductor Corporation's capital stock and the
purchase, redemption or retirement of capital stock or subordinated
indebtedness, (iii) investments, (iv) certain transactions with affiliates, (v)
sales of assets, including capital stock of subsidiaries and (vi) certain
consolidations, mergers and transfers of assets. The indenture governing the
10 1/8% Senior Subordinated Notes also prohibits certain restrictions on
distributions from subsidiaries.
10 3/8% SENIOR SUBORDINATED NOTES DUE 2007
Fairchild Semiconductor Corporation is the primary obligor on $300,000,000
in aggregate principal amount of 10 3/8% Senior Subordinated Notes. The 10 3/8%
Senior Subordinated Notes bear interest at a rate of 10 3/8% per annum, payable
semi-annually on April 1 and October 1 of each year.
Fairchild Semiconductor Corporation cannot redeem the 10 3/8% Senior
Subordinated Notes prior to April 1, 2003, except as discussed below. Until
April 1, 2002, Fairchild Semiconductor Corporation can choose to redeem the
10 3/8% Senior Subordinated Notes in an amount not to exceed 35% of the sum of
the original principal amount of the 10 3/8% Senior Subordinated Notes and the
original principal amount of any other notes issued under the same indenture,
with money it raises in one or more underwritten primary public offerings of
common stock of our company or Fairchild Semiconductor Corporation under
effective registration statements, as long as:
- Fairchild Semiconductor Corporation pays the holders of the 10 3/8%
Senior Subordinated Notes and any such other notes redeemed a redemption
price of 110 3/8% of the principal amount of the 10 3/8% Senior
Subordinated Notes and any such other notes Fairchild Semiconductor
Corporation redeems, plus accrued interest to the date of redemption; and
- at least 65% of the original aggregate principal amount of the 10 3/8%
Senior Subordinated Notes and any such other notes remains outstanding
after each such redemption.
On and after April 1, 2003, Fairchild Semiconductor Corporation can redeem
some or all of the 10 3/8% Senior Subordinated Notes at the redemption prices
(expressed as percentages of the principal amount) set forth below plus accrued
and unpaid interest to the applicable redemption date, if redeemed during the
12-month period beginning on April 1 in the years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
---- ----------
<S> <C>
2003........................................................ 105.188%
2004........................................................ 103.458
2005........................................................ 101.729
2006 and thereafter......................................... 100.000
</TABLE>
Upon a change of control of Fairchild Semiconductor Corporation, each
holder of the 10 3/8% Senior Subordinated Notes may require Fairchild
Semiconductor Corporation to repurchase the 10 3/8% Senior Subordinated Notes
held by such holder at 101% of the principal amount thereof plus accrued
interest to the date of repurchase.
The 10 3/8% Senior Subordinated Notes are unsecured senior subordinated
obligations of Fairchild Semiconductor Corporation and are subordinated in right
of payment to all existing and future senior
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indebtedness of Fairchild Semiconductor Corporation. The 10 3/8% Senior
Subordinated Notes rank pari passu in right of payment with all senior
subordinated indebtedness of Fairchild Semiconductor Corporation and senior to
any other subordinated indebtedness of Fairchild Semiconductor Corporation.
The payment of principal, premium, if any, and interest on the 10 3/8%
Senior Subordinated Notes is fully and unconditionally guaranteed on a senior
subordinated basis by our company and Fairchild Semiconductor Corporation's
principal domestic subsidiaries. The guaranties by our company and Fairchild
Semiconductor Corporation's principal domestic subsidiaries are subordinated to
all existing and future senior indebtedness of such parties, including our
company's and Fairchild Semiconductor Corporation's principal domestic
subsidiaries' guaranties of Fairchild Semiconductor Corporation's obligations
under the senior credit facilities. Our company currently conducts no business
and has no significant assets other than Fairchild Semiconductor Corporation's
capital stock, all of which will be pledged to secure our company's obligations
under the senior credit facilities. The guaranty of our company or a subsidiary
guarantor, as the case may be, may be released upon a sale of our company or a
subsidiary guarantor, as the case may be, or upon repayment or defeasance of the
10 3/8% Senior Subordinated Notes in each case as permitted by the indenture
governing the 10 3/8% Senior Subordinated Notes.
The indenture governing the 10 3/8% Senior Subordinated Notes contains
restrictive covenants substantially identical to those contained in the
indenture governing the 10 1/8% Senior Subordinated Notes, including covenants
that limit, among other things, (i) the incurrence of additional debt by
Fairchild Semiconductor Corporation and its subsidiaries, (ii) the payment of
dividends on Fairchild Semiconductor Corporation's capital stock and the
purchase, redemption or retirement of capital stock or subordinated
indebtedness, (iii) investments, (iv) certain transactions with affiliates, (v)
sales of assets, including capital stock of subsidiaries and (vi) certain
consolidations, mergers and transfers of assets. The indenture governing the
10 3/8% Senior Subordinated Notes also prohibits certain restrictions on
distributions from subsidiaries.
SHARES ELIGIBLE FOR FUTURE SALE
Upon consummation of this offering, shares of Class A Common
Stock will be outstanding ( shares if the underwriters exercise
their over-allotment option in full), and shares of Class B
Common Stock will be outstanding, each of which is convertible into the other on
a one-to-one basis. shares of Class A Common Stock, assuming the
underwriters exercise their over-allotment option in full, sold in this offering
will be freely tradable without restriction or further registration under the
Securities Act, unless held by an "affiliate" of our company as that term is
defined in Rule 144. All of the shares of Class A Common Stock outstanding prior
to this offering are "restricted securities," as such term is defined under Rule
144. These shares are restricted securities because they were issued in private
transactions not involving a public offering and may not be sold in the absence
of registration other than in accordance with Rule 144 or Rule 701 promulgated
under the Securities Act or another exemption from registration. This prospectus
may not be used in connection with any resale of shares of Class A Common Stock
acquired in this offering by our affiliates.
Each of our company, our directors and executive officers, the selling
stockholder and some of our existing stockholders has agreed not to offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, or
file with the Securities and Exchange Commission a registration statement under
the Securities Act relating to, any shares of our common stock or securities
convertible into or exchangeable or exercisable for any shares of our common
stock without the prior written consent of Credit Suisse First Boston
Corporation for a period of 180 days after the date of this prospectus. The
restrictions set forth in the previous sentence do not apply to grants of
employee stock options
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pursuant to the terms of our stock option plans, issuances of securities
pursuant to the exercise of such options outstanding on the date hereof or the
exercise of any other stock options outstanding on the date hereof.
In general, under Rule 144 as currently in effect, if a minimum of one year
has elapsed since the later of the date of acquisition of the restricted
securities from the issuer or from an affiliate of the issuer, a person (or
persons whose shares of Class A Common Stock are aggregated), including persons
who may be deemed our affiliates, would be entitled to sell within any
three-month period a number of shares of Class A Common Stock that does not
exceed the greater of:
- one percent of the then-outstanding shares of Class A Common Stock, which
equals approximately shares immediately after this
offering; or
- the average weekly trading volume during the four calendar weeks
preceding the date on which notice of the sale is filed with the
Securities and Exchange Commission.
Sales under Rule 144 are also subject to restrictions as to the manner of
sale, notice requirements and the availability of current public information
about our company. In addition, under Rule 144(k), if a period of at least two
years has elapsed since the later of the date restricted securities were
acquired from our company or the date they were acquired from an affiliate of
our company, a stockholder who is not an affiliate of our company at the time of
sale and who has not been an affiliate of our company for at least three months
prior to the sale would be entitled to sell shares of Class A Common Stock in
the public market immediately without compliance with the foregoing requirements
under Rule 144. Rule 144 does not require the same person to have held the
securities for the applicable periods.
In addition, any employee, director or officer of, or consultant to our
company who acquired shares pursuant to a written compensatory plan or contract
may be entitled to rely on the resale provisions of Rule 701 of the Securities
Act, which permits non-affiliates to sell their Rule 701 shares without having
to comply with the public information, holding period, volume limitation or
notice provisions of Rule 144, and permits our affiliates to sell their Rule 701
shares without having to comply with the holding period restrictions of Rule
144, in each case, commencing 90 days after the effectiveness of the
Registration Statement of which this prospectus is a part.
Immediately following the offering, none of the "restricted
securities" will be available for immediate sale in the public market pursuant
to Rule 144(k). Beginning 90 days after the effectiveness of the Registration
Statement of which this prospectus is a part, and without consideration of the
contractual restrictions described above, shares either issued
under the 1997 Stock Option Plan or acquired upon exercise of options issued
under the 1997 Stock Option Plan will be outstanding and eligible for sale in
reliance upon Rule 701. Additional shares of Class A Common Stock may be
available if options are exercised in the 180-day period following the date of
this prospectus.
We have an effective registration statement on Form S-8 under the
Securities Act with respect to 821,000 shares of Class A Common Stock reserved
or to be available for issuance pursuant to the 1997 Stock Option Plan. We
intend to file a registration statement on Form S-8 to register an additional
5,263,000 shares of Class A Common Stock issuable upon exercise of options
granted under the 1997 Stock Option Plan prior to the date of this offering.
Shares of Class A Common Stock issued pursuant to the 1997 Stock Option Plan
generally will be available for sale in the open market by holders who are not
our affiliates and, subject to the volume and other applicable limitations of
Rule 144, by holders who are our affiliates, unless such shares are subject to
vesting restrictions or the contractual restrictions described above.
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Prior to this offering, there has been no public market for the Class A
Common Stock. No information is currently available and we cannot predict the
timing or amount of future sales of shares, or the effect, if any, that future
sales of shares, or the availability of shares for future sale, will have on the
market price of the Class A Common Stock prevailing from time to time. Sales of
substantial amounts of the Class A Common Stock, including shares issuable upon
the exercise of stock options, in the public market after the lapse of the
restrictions described above, or the perception that such sales may occur, could
materially adversely affect the prevailing market prices for the Class A Common
Stock and the ability of our company to raise equity capital in the future. See
"Risk Factors."
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UNITED STATES TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS
The following is a general discussion of the material United States federal
income and estate tax consequences of the ownership and disposition of the Class
A Common Stock applicable to Non-United States Holders of such Class A Common
Stock. A "Non-United States Holder" is any holder that for United States federal
income tax purposes is not a United States person. For purposes of this
discussion, the term "United States person" means: (i) a citizen or resident of
the United States; (ii) a corporation or other entity taxable as a corporation
created or organized in the United States or under the laws of the United States
or of any political subdivision thereof; (iii) an estate the income of which is
included in gross income for United States federal income tax purposes
regardless of its source; or (iv) a trust if its administration is subject to
the primary supervision of a United States court and one or more United States
persons have the authority to control all substantial decisions of the trust. In
the case of a partnership that holds our Class A Common Stock, any partner
described in any of (i) through (iv) above is also a United States person.
This discussion does not address all aspects of United States federal
income and estate taxation that may be relevant in light of such Non-United
States Holder's particular facts and circumstances (such as being a U.S.
expatriate) and does not address any tax consequences arising under the laws of
any state, local or non-United States taxing jurisdiction. Furthermore, the
following discussion is based on current provisions of the Internal Revenue Code
of 1986, as amended (the "Code") and administrative and judicial interpretations
thereof, all as in effect on the date hereof, and all of which are subject to
change, possibly with retroactive effect.
We have not and will not seek a ruling from the Internal Revenue Service
with respect to the United States federal income and estate tax consequences
described below, and as a result, there can be no assurance that the IRS will
not disagree with or challenge any of the conclusions set forth in this
discussion.
DIVIDENDS
We have never paid, and do not anticipate that we will pay, cash dividends
on our Class A Common Stock. Should we ever pay a cash dividend, any dividend
paid to a Non-United States Holder of Class A Common Stock generally would be
subject to United States withholding tax at the then-effective U.S. withholding
tax rate (currently 30% of the gross amount of the dividend) or such lower rate
as may be specified by an applicable tax treaty. Dividends received by a
Non-United States Holder that are effectively connected with a United States
trade or business conducted by such Non-United States Holder or, if a tax treaty
applies, attributable to a United States permanent establishment of such
Non-United States Holder would be exempt from such withholding tax, provided
such Non-United States Holder complies with applicable certification and
disclosure requirements. However, any such effectively connected or attributable
dividends, net of deductions and credits, would be taxed at the same graduated
rates that apply to United States persons.
Dividends may be subject to backup withholding at the rate of 31% unless
the Non-United States Holder certifies to required information in accordance
with United States Treasury Regulations applicable to withholding and
information reporting. Currently, backup withholding does not apply to dividends
paid to a Non-United States Holder at an address outside the United States.
However, under final regulations regarding withholding and information
reporting, which will generally be effective for payments made after December
31, 2000, payment of dividends to a Non-United States Holder at an address
outside the United States may be subject to backup withholding unless such
Non-United States Holder satisfies applicable certification requirements. Backup
withholding, if applied, is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the IRS.
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Generally, we must report annually to the IRS the amount of dividends paid,
the name and address of the recipient, and the amount, if any, of tax withheld.
A similar report is sent to the holder. Pursuant to tax treaties or other
agreements, the IRS may make such reports available to tax authorities in the
recipient's country of residence.
GAIN ON DISPOSITION OF COMMON STOCK
A Non-United States Holder generally will not be subject to United States
federal income tax on any gain realized upon the sale or other disposition of
its common stock unless: (i) such gain is effectively connected with a United
States trade or business of the Non-United States Holder (all or a portion of
which gain, in the case of a corporate Non-United States Holder, may be subject
to the branch profits tax at the rate of 30% (or lower treaty rate, if
applicable)), (ii) the Non-United States Holder is an individual who holds such
common stock as a capital asset (within the meaning of Section 1221 of the Code)
and who is present in the United States for a period or periods aggregating 183
days or more during the taxable year in which such sale or disposition occurs
and other conditions are met; or (iii) we are or have been a "United States real
property holding corporation" for United States federal income tax purposes at
any time within the shorter of the five-year period preceding such disposition
or such Non-United States Holder's holding period of its common stock. We have
determined that we are not and do not believe that we are likely to become a
"United States real property holding corporation" for United States federal
income tax purposes. However, no assurance can be provided that we will not
become a United States real property holding corporation. If we were to become a
United States real property holding corporation, gains realized by a Non-United
States Holder which did not directly or indirectly own more than 5% of our
common stock at any time during the shorter of the five-year period preceding
such disposition or such Holder's holding period generally would not be subject
to United States federal income tax as a result of the status of our company as
a United States real property holding corporation, provided that our common
stock was regularly traded on an established securities market.
The payment of the proceeds of a sale of common stock to or through the
United States office of a broker is currently subject to both information
reporting and backup withholding at the rate of 31% unless the Non-United States
Holder certifies its non-United States status under penalties of perjury or
otherwise establishes an exemption. Generally, the payment of proceeds of a
disposition by a Non-United States Holder of common stock outside the United
States to or through a foreign office of a broker will not be subject to backup
withholding. However, such payments will be subject to information reporting if
the broker is: (i) a United States person; (ii) a "controlled foreign
corporation" for United States tax purposes; (iii) a foreign person 50% or more
of whose gross income for a specified three-year period is effectively connected
with a United States trade or business or (iv) with respect to payments made
after December 31, 2000, a foreign partnership, if at any time during its
taxable year, one or more of its partners are United States persons who in the
aggregate hold more than 50% of the income or capital interest in the
partnership or if, at any time during its taxable year, such foreign partnership
is engaged in a United States trade or business, unless the Non-United States
Holder establishes an exemption in accordance with the current or final United
States Treasury Regulations regarding withholding and information reporting, as
applicable.
The final regulations regarding withholding and information reporting unify
current certification procedures and forms and clarify reliance standards.
Except as noted above with respect to foreign brokers that are partnerships, the
final regulations generally do not significantly alter the substantive
withholding and information reporting requirements but do alter the procedures
for claiming the benefits of an income tax treaty and change the certification
procedures relating to the receipt by intermediaries of payments on behalf of
the beneficial owner of shares of common stock. Non-United States Holders should
consult their own tax advisors regarding the effect, if any, of the final
regulations on their particular situations.
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ESTATE TAX
Common stock owned or treated as owned at the time of death by an
individual who is not a citizen or resident of the United States for federal
estate tax purposes will be included in such individual's estate for United
States federal estate tax purposes, unless an applicable estate tax treaty
applies other rules, and as a result may be subject to United States federal
estate tax.
The foregoing discussion is a summary of the principal United States
federal income and estate tax consequences of the ownership, sale or other
disposition of our common stock by Non-United States holders. Accordingly,
investors are urged to consult their own tax advisors with respect to the income
tax consequences of the ownership and disposition of our common stock, including
the application and effect of the laws of any state, local, foreign or other
taxing jurisdiction.
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated , 1999, we have agreed to sell to the
underwriters named below, for whom Credit Suisse First Boston Corporation
("CSFBC") is acting as representative, the following respective number of shares
of Class A Common Stock:
<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
----------- ---------
<S> <C>
Credit Suisse First Boston Corporation......................
--------
Total..................................................
========
</TABLE>
The underwriting agreement provides that the underwriters will be obligated
to purchase all of the shares of Class A Common Stock offered in this offering
if any are purchased, other than those shares covered by the over-allotment
option described below. The underwriting agreement also provides that for
underwriter defaults, purchase commitments of non-defaulting underwriters may be
increased or the offering of Class A Common Stock may be terminated.
National Semiconductor has granted to the underwriters a 30-day option to
purchase on a pro rata basis up to additional shares of Class A Common
Stock at the initial public offering price, less the underwriting discounts and
commissions. This option may be exercised only to cover any over-allotments of
Class A Common Stock.
The underwriters propose to offer the Class A Common Stock initially at the
public offering price set forth on the cover page of this prospectus and to
selling group members at such price less a concession of $ per share. The
underwriters and the selling group members may allow a discount of $ per
share on sales to other broker/dealers. After the initial public offering, the
offering price and concession and discount to broker/dealers may be changed by
the representative.
The following table summarizes the discounts and commissions and estimated
expenses payable by us and National Semiconductor.
<TABLE>
<CAPTION>
PER SHARE TOTAL
-------------------------------- --------------------------------
WITHOUT WITH WITHOUT WITH
OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Underwriting discounts and
commissions payable by
us......................... $ $ $ $
Expenses payable by us....... $ $ $ $
Underwriting discounts and
commissions payable by
National Semiconductor..... $ $ $ $
</TABLE>
We, our officers and directors, National Semiconductor and, with respect to
certain of their shares, our existing stockholders have agreed not to offer,
sell, contract to sell, announce their intention to sell, pledge or otherwise
dispose of, directly or indirectly, or file with the Securities and Exchange
Commission a registration statement under the Securities Act relating to, any
additional shares of our Class A Common Stock or securities convertible into or
exchangeable or exercisable for any shares of our Class A Common Stock without
the prior written consent of CSFBC for a period of 180 days after the date of
this prospectus, except in our case for grants of employee stock options
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<PAGE> 117
pursuant to the terms of a plan in effect on the date hereof, issuances of
securities pursuant to the exercise of employee stock options outstanding on the
date hereof or the exercise of any other stock options outstanding on the date
hereof and, in the case of National Semiconductor, shares sold in the
over-allotment option.
Of the shares of our Class A Common Stock to be sold in this
offering, the underwriters have reserved for sale, at a price to be determined,
up to shares as follows:
- at Fairchild International's request, up to shares for
Fairchild International's directors, officers, friends, family members
and business associates; and
- up to shares for eligible employees pursuant to Fairchild
International's Employee Stock Purchase Savings Plan.
As a result, the number of shares of our Class A Common Stock available for sale
to the public will be reduced to the extent such eligible persons purchase the
reserved shares. Any reserved shares not so purchased will be offered by the
underwriters to the public on the same terms as the other shares sold in this
offering.
We and National Semiconductor have agreed to indemnify the underwriters
against liabilities under the Securities Act, or contribute to payments which
the underwriters may be required to make in that respect.
We have applied to list our Class A Common Stock on The New York Stock
Exchange.
Prior to this offering, there has been no public market for our Class A
Common Stock. The initial public offering price for the Class A Common Stock
will be determined by negotiation among us, National Semiconductor and CSFBC,
and does not reflect the market price for the Class A Common Stock following the
offering. Among the principal factors considered in determining the initial
public offering price will be:
- the information set forth in this prospectus and otherwise available to
CSFBC;
- market conditions for initial public offerings;
- the history of and prospects for the industry in which we are competing;
- our past and present operations;
- our past and present earnings and current financial position;
- our prospects for future earnings;
- the present state of our development and our current financial condition;
- the ability of our management;
- the recent market prices of, and the demand for, publicly traded common
stock of generally comparable companies;
- the general condition of the securities markets at the time of this
offering; and
- other relevant factors.
We cannot assure you that the initial public offering price will correspond
to the price at which the Class A Common Stock will trade in the public market
subsequent to the offering or that an active trading market for the Class A
Common Stock will develop and continue after the offering.
The representative may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934, as amended.
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- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.
- Stabilizing transactions permit bids to purchase shares of the Class A
Common Stock so long as the stabilizing bids do not exceed a specified
maximum.
- Syndicate covering transactions involve purchases of the Class A Common
Stock in the open market after the distribution has been completed in
order to cover syndicate short positions.
- Penalty bids permit the representative to reclaim a selling concession
from a syndicate member when common stock originally sold by such
syndicate member is purchased in a syndicate covering transaction to
cover syndicate short positions.
Such stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of our Class A Common Stock to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on The New York Stock Exchange or otherwise and, if commenced, may be
discontinued at any time.
We intend to use more than 10% of the net proceeds of the sale of our Class
A Common Stock to repay indebtedness under our existing credit facilities owed
by us to a banking affiliate of CSFBC, one of the underwriters. Accordingly, the
offering is being made in compliance with the requirements of Rule 2710(c)(8) of
the National Association of Securities Dealers, Inc. Conduct Rules. This rule
provides generally that if more than 10% of the net proceeds from the sale of
our Class A Common Stock, not including underwriting compensation, is paid to
the underwriters or their affiliates, the initial public offering price of the
stock may not be higher than that recommended by a "qualified independent
underwriter" meeting certain standards. Accordingly, is assuming the
responsibilities of acting as the qualified independent underwriter in pricing
the offering and conducting due diligence. The initial public offering price of
the shares of our Class A Common Stock will be no higher than the price
recommended by .
The underwriters and their affiliates have provided and will in the future
continue to provide investment banking and other financial services, including
the provision of credit facilities, for us and certain of our respective
affiliates in the ordinary course of business for which they have received and
will receive customary compensation.
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NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Class A Common Stock in Canada is being made only
on a private placement basis exempt from the requirement that we and National
Semiconductor prepare and file a prospectus with the securities regulatory
authorities in each province where trades of Class A Common Stock are effected.
Accordingly, any resale of the Class A Common Stock in Canada must be made in
accordance with applicable securities laws which will vary depending on the
relevant jurisdiction, and which may require resales to be made in accordance
with available statutory exemptions or pursuant to a discretionary exemption
granted by the applicable Canadian securities regulatory authority. Purchasers
are advised to seek legal advice prior to any resale of the Class A Common
Stock.
REPRESENTATIONS OF PURCHASERS
Each purchaser of Class A Common Stock in Canada who receives a purchase
confirmation will be deemed to represent to us, National Semiconductor and the
dealer from whom such purchase confirmation is received that (1) such purchaser
is entitled under applicable provincial securities laws to purchase such Class A
Common Stock without the benefit of a prospectus qualified under such securities
laws, (2) where required by law, that such purchaser is purchasing as principal
and not as agent and (3) such purchaser has reviewed the text above under
"Resale restrictions."
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Section 32 of the Regulation under the Ontario Securities Law. As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers, as well as the experts named
herein, and National Semiconductor may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Class A Common Stock to whom the Securities Act (British
Columbia) applies is advised that such purchaser is required to file with the
British Columbia Securities Commission a report within ten days of the sale of
any Class A Common Stock acquired by such purchaser pursuant to this offering.
Such report must be in the form attached to British Columbia Securities
Commission Blanket Order BOR #95/17, a copy of which may be obtained from us.
Only one such report must be filed in respect of Class A Common Stock acquired
on the same date and under the same prospectus exemption.
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<PAGE> 120
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of Class A Common Stock should consult their own legal
and tax advisors with respect to the tax consequences of an investment in the
Class A Common Stock in their particular circumstances and with respect to the
eligibility of the Class A Common Stock for investment by the purchaser under
relevant Canadian legislation.
LEGAL MATTERS
The validity of the Class A Common Stock offered hereby will be passed upon
for us by Dechert Price & Rhoads, New York, New York. The underwriters have been
represented by Cravath, Swaine & Moore, New York, New York.
EXPERTS
The consolidated financial statements of Fairchild Semiconductor
International, Inc. as of May 31, 1998 and May 25, 1997, and for each of the
years in the three-year period ended May 31, 1998, have been included in this
prospectus and registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, which report is included elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.
The report of KPMG LLP covering the May 31, 1998 consolidated financial
statements of Fairchild Semiconductor International, Inc. contains an
explanatory paragraph that states that we changed our method of accounting for
business process reengineering costs in 1998 to adopt the provisions of the
Emerging Issues Task Force Issue 97-13, "Accounting for Business Process
Reengineering Costs."
The audited financial statements of the power device business included in
this prospectus have been audited by Samil Accounting Corporation, independent
certified public accountants, to the extent and for the periods indicated in
their report thereon. Such financial statements have been included in reliance
upon the report of Samil Accounting Corporation.
The financial statements of Raytheon Semiconductor, Inc. as of December 31,
1997 and for the year then ended, have been included in this prospectus and
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, which report is included elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission. You may read and copy any reports or
other information filed by us at the Securities and Exchange Commission's public
reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SEC's regional offices located at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661 and Seven
World Trade Center, 13th Floor, New York, NY 10048. Copies of such material can
be obtained from the Public Reference Section of the SEC upon payment of certain
fees prescribed by the SEC. You may call the Securities and Exchange Commission
at 1-800-SEC-0330 for further information contained in the public reference
room. Our filings with the Securities and Exchange Commission are also available
to the public from commercial document retrieval services and at the Securities
and Exchange Commission's Web site at "http://www.sec.gov."
We have filed with the SEC a registration statement on Form S-1 under the
Securities Act of 1933, covering the Class A Common Stock to be offered pursuant
to this prospectus (File
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<PAGE> 121
No. 333-78557). This prospectus, which is a part of the registration statement,
does not contain all of the information included in the registration statement.
Any statement made in this prospectus concerning the contents of any contract,
agreement or other document is not necessarily complete. For further information
with respect to Fairchild International and the Class A Common Stock offered
hereby, please reference the registration statement, including its exhibits. If
we have filed any contract, agreement or other document as an exhibit to the
registration statement, you should read the exhibit for a more complete
understanding of the document or matter involved.
Copies of the registration statement, including all related exhibits and
schedules, may be inspected without charge at the public reference facilities
maintained by the SEC, or obtained at prescribed rates from the Public Reference
Section of the SEC at the address set forth above. In addition, you may request
a copy of any of these filings, at no cost, by writing or telephoning us at the
following address or phone number:
Fairchild Semiconductor International, Inc.
333 Western Avenue
South Portland, Maine 04106
Attention: General Counsel
(207) 775-8100
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GLOSSARY
ABT........................ Advanced BiCMOS Technology.
ALS........................ Advanced Low Power Schottky.
Application Specific
Standard Product........... A standard integrated circuit designed for a
specific product or application, such as a VCR,
stereo or microwave.
BiCMOS..................... BiCMOS is a hybrid of CMOS and bipolar technologies
developed to combine the high speed characteristics
of bipolar technologies with the low power
consumption and high integration of CMOS
technologies.
Bipolar.................... A manufacturing process that uses two opposite
electrical poles to build semiconductors.
CD4K....................... Metal Gate Logic.
CMOS....................... Complementary Metal Oxide Semiconductor. Currently
the most common integrated circuit fabrication
process technology, CMOS is one of the latest
fabrication techniques to use metal oxide
semiconductor transistors.
Die........................ A piece of a semiconductor wafer containing the
circuitry of a single chip.
Diode...................... An electronic device that allows current to flow in
only one direction.
Discrete................... A single individually packaged component.
DMOS....................... Diffused Metal Oxide Semiconductor. A process
technology used in power discrete fabrication.
ECL........................ Emitter Coupled Logic.
EEPROM..................... Electrically Erasable and Programmable Read-Only
Memory. A form of non-volatile memory that can be
erased electronically before being reprogrammed.
EPROM...................... Electrically Programmable Read-Only Memory.
Non-volatile memory which may be erased by exposure
to ultraviolet light and which can be reprogrammed
only by an external programming unit.
Fab........................ The facility that fabricates the wafer.
FACT(TM)................... Fairchild Advanced CMOS Technology. FACT(TM)
enhances connections between products, permitting
faster speeds at higher powers.
FAST(R).................... Fairchild Advanced Schottky Technology. FAST(R)
enhances connections between products, permitting
low power consumption at lower speeds.
FET........................ Field Effect Transistor.
Flash Memory............... A type of non-volatile memory, similar to an EEPROM
in that it is erasable and reprogrammable. The
difference is that it must be erased and
reprogrammed in sectors, not individual bits.
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Foundry.................... A wafer fabrication plant that manufactures silicon
for another business.
GFI........................ Ground Fault Interruptors.
GTL........................ Gunning Transceiver Logic.
HV MOSFET.................. High Voltage MOSFET.
IGBT....................... Insulated Gate Bipolar Transistor. A semiconductor
within an electronic switch, an IGBT operates at
high voltages.
Input-output interface..... A connection in electronic equipment allowing
circuits to connect more efficiently, such as
increasing speed by reducing power.
Integrated Circuit......... A combination of two or more transistors on a base
material, usually silicon. All semiconductor chips,
including memory chips and logic chips, are just
very complicated integrated circuits with thousands
of transistors.
LAN........................ Local Area Network. A local area network links many
nearby computers so that they may communicate and
share information. For example, an office network
is often LAN.
Lead Frames................ A conductive frame that brings the electrical
signals to and from the die.
Logic Product.............. A product that contains digital integrated circuits
that move and shape, rather than store,
information.
LS......................... Low Power Schottky.
LVT........................ Low Voltage Technology. Low voltage technology
enhances connections between products, permitting
circuits at different voltages to interface.
Mask....................... A piece of glass on which an integrated circuit's
circuitry design is laid out. Integrated circuits
may require up to 20 different layers of design,
each with its own mask. In the integrated circuit
production process, a light shines through the mask
leaving an image of the design on the wafer. Also
known as a reticle.
Mb......................... Mega Bit. One million (or 1,048,576) bits as a unit
of data size or memory capacity.
Memory..................... A group of integrated circuits that a computer uses
to store data and programs, such as ROM, RAM, DRAM,
SRAM, EEPROM and EPROM.
Micron..................... 1/25,000 of an inch. Circuity on an integrated
circuit typically follows lines that are less than
one micron wide.
MOS........................ Metal Oxide Semiconductor.
MOSFET..................... Metal Oxide Semiconductor FET. A semiconductor
within an electronic switch, a MOSFET operates at
mid-range voltages.
Motherboard................ The main piece of circuitry inside a PC.
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Non-volatile Memory........ Memory products which retain their data content
without the need for constant power supply.
Op Amp..................... Operational Amplifier.
Package.................... A protective case that surrounds the die,
consisting of a plastic housing and a lead frame.
PC......................... Personal Computer.
Planar Technology.......... By the later 1950s, transistors were made in
batches through a simple photolithographic
technique known as the mesa process. This process,
which led directly to the creation of the
commercially viable integrated circuit, is a form
of contact printing.
A cross section of a typical mesa transistor
resembles a mesa of silicon squatting on top of a
foundation of silicon. The three essential parts of
a transistor are all there: the base is the mesa,
the collector is the foundation, and the emitter is
a tiny piece of doped silicon embedded in the base.
To fabricate a mesa transistor, a flat wafer of
silicon was doped with either positive ions or
electrons, covered with a photomask (a photographic
plate), exposed to ultraviolet light and then
immersed in an acid bath, which etched away the
exposed area around the mesa.
For all the manufacturing benefits brought about by
the mesa process, it had two major drawbacks: the
mesa was susceptible to both physical harm and
contamination, and the process did not lend itself
to the making of resistors. Then Jean Hoerni, a
Swiss physicist and one of Fairchild
Semiconductor's founders, invented an ingenious way
around these obstacles by creating a flat, or
planar, transistor.
Instead of mounting the mesa, or base, on top of a
foundation of silicon, he diffused it into the
foundation, which served as the collector. Next he
diffused the emittor into the base. (The base was
composed of negatively doped silicon, the collector
and emitor of positively doped silicon; the first
planar device was thus a pnp transistor.) Then he
covered the whole thing with a protective coating
of silicon dioxide, an insulator, leaving certain
areas in the base and the emitter uncovered. He
diffused a thin layer of aluminum into these areas,
thereby creating "wires" that hooked the device up
to the outside (this was the idea of his colleague
and Fairchild Semiconductor's co-founder, Robert
Noyce). The result was a durable and reliable
transistor, and the all-important breakthrough that
made commercial production of integrated circuits
possible.
Plug and Play.............. A protocol that supports automated configuration of
add on cards.
Power Discrete............. A discrete device that converts, switches or
conditions electricity.
PROM....................... Programmable Read-Only Memory. Similar to ROM in
that once programmed it can be "read only" and not
changed. Programmable ROM means that customers can
program the integrated circuits themselves, so that
the integrated circuit need not be programmed when
it is manufactured. The programming is possible
because of a
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series of fuses in the circuitry that can be
selectively blown to create a unique type of data.
RAM........................ Random Access Memory. A type of volatile memory,
forming the main memory of a computer where
applications and files are run.
ROM........................ Read-Only Memory. Memory that is programmed by the
manufacturer and cannot be changed. Typically, ROM is used to provide start-up
data when a computer is first turned on.
Semiconductor.............. A material with electrical conducting properties in
between those of metals and insulators. (Metals
always conduct and insulators never conduct, but
semiconductors sometimes conduct.) Essentially,
semiconductors transmit electricity only under
certain circumstances, such as when given a
positive or negative electric charge. Therefore, a
semiconductor's ability to conduct can be turned on
or off by manipulating those charges and this
allows the semiconductor to act as an electric
switch. The most common semiconductor material is
silicon, used as the base of most semiconductor
chips today because it is relatively inexpensive
and easy to create.
Silicon bonding............ A manufacturing process used to bond together two
silicon wafers, allowing higher resistivity in one
layer and lower resistivity in the other to help
conduct current.
Sort....................... The process of evaluating die into different
grades, good/bad or speed grades.
SPD........................ Serial Presence Detect.
Transistor................. An individual circuit that can amplify or switch
electric current. This is the building block of all
integrated circuits and semiconductors.
Trench technology.......... A manufacturing process used to etch trenches into
silicon wafers, allowing the transistor to be
placed both on the sides of the trenches and on the
surface of the wafer to enable transistors to be
condensed into a smaller area.
TTL........................ Transistor Transistor Logic.
Ultra small packaging...... The process of encasing very small semiconductors
so that they are protected and electronically and
mechanically connected to the outside world.
VHC........................ Very High Speed CMOS.
Volatile Memory............ Memory products which lose their data content when
the power supply is switched off.
Wafer...................... Thin, round, flat piece of silicon that is the base
of most integrated circuits.
WAN........................ Wide Area Network. A wide area network links many
computers from potentially all over the world so
that they may communicate and share information.
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INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FSC SEMICONDUCTOR CORPORATION
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets at May 31, 1998 and May 25,
1997...................................................... F-3
Consolidated Statements of Operations for each of the years
in the three-year period ended May 31, 1998............... F-4
Consolidated Statement of Cash Flows for the year ended May
31, 1998.................................................. F-5
Consolidated Statements of Stockholders' Equity (Deficit)
for each of the years in the three-year period ended May
31, 1998.................................................. F-6
Notes to Consolidated Financial Statements.................. F-7
Condensed Consolidated Statements of Operations (Unaudited)
for the Nine Months Ended February 28, 1999 and March 1,
1998...................................................... F-30
Condensed Consolidated Balance Sheet as of February 28, 1999
(Unaudited)............................................... F-31
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the Nine Months Ended February 28, 1999 and March 1,
1998...................................................... F-32
Notes to Condensed Consolidated Financial Statements
(Unaudited)............................................... F-33
POWER DEVICE BUSINESS
Independent Auditors' Report................................ F-35
Statements of Net Assets (Liabilities) as of December 31,
1998 and 1997............................................. F-36
Statements of Operations and Comprehensive Income (Loss) for
each of the years in the three-year period ended December
31, 1998.................................................. F-37
Statements of Cash Flows for each of the years in the
three-year period ended December 31, 1998................. F-38
Notes to Financial Statements............................... F-39
RAYTHEON SEMICONDUCTOR, INC.
Independent Auditors' Report................................ F-55
Balance Sheet as of December 31, 1997....................... F-56
Statement of Income for the year ended December 31, 1997.... F-57
Statement of Stockholders' Equity for the year ended
December 31, 1997......................................... F-58
Statement of Cash Flows for the year ended December 31,
1997...................................................... F-59
Notes to Financial Statements............................... F-60
</TABLE>
F-1
<PAGE> 127
INDEPENDENT AUDITORS' REPORT
The Board of Directors
FSC Semiconductor Corporation:
We have audited the accompanying balance sheets of FSC Semiconductor
Corporation (the "Company") as of May 31, 1998 and May 25, 1997, the related
consolidated and combined statements of operations and stockholders' equity
(deficit) for each of the years in the three-year period ended May 31, 1998, and
the related consolidated statement of cash flows for the year ended May 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The accompanying financial statements were prepared on the basis of
presentation as described in Note 1. Prior to March 11, 1997, the statements
present the combined business equity and the related combined revenues less
direct expenses before taxes of the Fairchild Semiconductor Business of National
Semiconductor Corporation (the Business), and are not intended to be a complete
presentation of the Business' financial position, results of operations or cash
flows. The results of operations before taxes are not necessarily indicative of
the results of operations before taxes that would have been recorded by the
Company on a stand-alone basis.
In our opinion, the accompanying financial statements present fairly, in
all material respects, the consolidated financial position of the Company as of
May 31, 1998 and May 25, 1997, the results of operations for each of the years
in the three year period ended May 31, 1998, and the results of cash flows for
the year ended May 31, 1998, on the basis described in Note 1, in conformity
with generally accepted accounting principles.
As discussed in Note 18 to the financial statements, the Company changed
its method of accounting for business process reengineering costs in 1998 to
adopt the provisions of the Emerging Issues Task Force Issue 97-13, "Accounting
for Business Process Reengineering Costs".
KPMG PEAT MARWICK LLP
Boston, Massachusetts
June 16, 1998, except as to Note 19, which is as of July 20, 1998
F-2
<PAGE> 128
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MAY 31, MAY 25,
1998 1997
------- -------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 6.5 $ 40.7
Accounts receivable, net of allowances of $14.2 and $15.9
at May 31, 1998 and May 25, 1997, respectively......... 75.0 79.6
Inventories............................................... 108.0 73.1
Other current assets...................................... 20.0 18.7
------- -------
Total current assets................................... 209.5 212.1
Property, plant and equipment, net.......................... 342.9 295.0
Deferred income taxes....................................... 21.4 18.5
Intangible assets, net of accumulated amortization of $1.4
at May 31, 1998........................................... 31.5 --
Other assets................................................ 30.4 29.4
------- -------
Total assets........................................... $ 635.7 $ 555.0
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt......................... $ 13.2 $ 11.0
Accounts payable.......................................... 75.4 77.1
Accrued expenses and other current liabilities............ 55.9 40.1
------- -------
Total current liabilities.............................. 144.5 128.2
Long-term debt, less current portion........................ 526.7 487.9
Other liabilities........................................... 0.6 0.4
------- -------
Total liabilities...................................... 671.8 616.5
------- -------
Redeemable preferred stock--12% Series A cumulative
compounding preferred stock, $.01 par value, $1,000 stated
value; 70,000 shares authorized, issued and outstanding at
May 31, 1998 and May 25, 1997............................. 80.5 71.8
Commitments and contingencies
Stockholders' equity (deficit):
Class A common stock, $.01 par value, voting; 80,000,000
shares authorized, 29,238,800 and 28,764,480 shares
issued and outstanding at May 31, 1998 and May 25,
1997, respectively..................................... 0.3 0.1
Class B common stock, $.01 par value, nonvoting;
80,000,000 shares authorized, 33,635,520 and [ ]
shares issued and outstanding at May 31, 1998 and May
25, 1997, respectively................................. 0.3 0.1
Additional paid-in capital.................................. 9.5 7.6
Accumulated deficit......................................... (126.7) (141.1)
------- -------
Total stockholders' equity (deficit)................... (116.6) (133.3)
------- -------
Total liabilities and stockholders' equity (deficit)... $ 635.7 $ 555.0
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 129
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------
MAY 31, MAY 25, MAY 26,
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Revenue:
Net sales -- trade........................................ $635.8 $587.8 $688.7
Contract manufacturing -- National Semiconductor.......... 153.4 104.2 87.6
------ ------ ------
Total revenue.......................................... 789.2 692.0 776.3
------ ------ ------
Operating expenses:
Cost of sales............................................. 441.6 442.1 471.9
Cost of contract manufacturing -- National
Semiconductor.......................................... 117.1 97.4 87.6
Research and development.................................. 35.7 18.9 30.3
Selling, general and administrative....................... 92.0 96.4 114.4
Purchased in-process research and development............. 15.5 -- --
Restructuring............................................. -- 5.3 --
------ ------ ------
Total operating expenses............................... 701.9 660.1 704.2
------ ------ ------
Operating Income............................................ 87.3 31.9 72.1
Interest, net............................................... 54.5 11.2 --
Other (income) expense, net................................. -- 1.4 (0.2)
------ ------ ------
Income before income taxes.................................. 32.8 19.3 72.3
Income taxes................................................ 10.7 3.8 --
------ ------ ------
Income before cumulative effect of change in accounting
principle................................................. 22.1 15.5 72.3
Cumulative effect of change in accounting principle, net of
tax effect of $0.8 million................................ (1.5) -- --
------ ------ ------
Net income.................................................. $ 20.6 $ 15.5 $ 72.3
====== ====== ======
</TABLE>
<TABLE>
<S> <C> <C> <C>
Net income applicable to common stockholders (note 2)....... $ 11.9
======
Basic earnings (loss) per common share
Income before cumulative effect of change in accounting
principle............................................... $ 0.21
Cumulative effect of change in accounting principle....... (0.02)
------
$ 0.19
======
Diluted earnings (loss) per common share
Income before cumulative effect of change in accounting
principle............................................... $ 0.20
Cumulative effect of change in accounting principle....... (0.02)
------
$ 0.18
======
Weighted average common shares outstanding
Basic..................................................... 62.6
======
Diluted................................................... 64.8
======
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 130
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN MILLIONS)
<TABLE>
<CAPTION>
YEAR ENDED
MAY 31,
1998
----------
<S> <C>
Cash flows from operating activities:
Net income................................................ $ 20.6
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of deferred compensation.................. 0.2
Cumulative effect of change in accounting principle,
net................................................... 1.5
Depreciation and amortization.......................... 84.6
Loss on disposal of fixed assets....................... 0.9
Non-cash interest expense.............................. 9.7
Purchased in-process research and development.......... 15.5
Deferred income taxes.................................. (0.4)
Changes in operating assets and liabilities, net of effect
of acquisition:
Accounts receivable.................................... 18.6
Inventories............................................ (21.3)
Other current assets................................... (1.6)
Accounts payable....................................... (6.5)
Accrued expenses and other current liabilities......... 13.7
Other assets and liabilities, net...................... 0.6
-------
Cash provided by operating activities................ 136.1
-------
Cash flows from investing activities:
Capital expenditures...................................... (78.0)
Purchase of molds and tooling............................. (5.7)
Purchase of Raytheon Semiconductor, Inc., net of cash
acquired............................................... (116.8)
-------
Cash used by investing activities.................... (200.5)
-------
Cash flows from financing activities:
Repayment of long-term debt............................... (58.7)
Issuance of long-term debt................................ 90.0
Debt issuance costs....................................... (1.1)
-------
Cash provided by financing activities................ 30.2
-------
Net change in cash and cash equivalents..................... (34.2)
Cash and cash equivalents at beginning of period............ 40.7
-------
Cash and cash equivalents at end of period.................. $ 6.5
=======
Supplemental Cash Flow Information:
Cash paid during the year for:
Income taxes........................................... $ 8.9
=======
Interest............................................... $ 43.8
=======
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 131
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN MILLIONS)
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------------
CLASS A CLASS B ADDITIONAL TOTAL
CLASS A CLASS B PAR PAR PAID-IN ACCUMULATED BUSINESS EQUITY
SHARES SHARES VALUE VALUE CAPITAL DEFICIT EQUITY (DEFICIT)
------- ------- ------- ------- ---------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at May 28, 1995........ -- -- $ -- $ -- $ -- $ -- $ 233.2 $ 233.2
Revenues less expenses........ -- -- -- -- -- -- 72.3 72.3
Net intercompany activity..... -- -- -- -- -- -- 43.7 43.7
---- ---- ---- ---- ----- ------- ------- -------
Balances at May 25, 1996........ -- -- -- -- -- -- 349.2 349.2
Revenues less expenses........ -- -- -- -- -- -- 9.6 9.6
Net intercompany activity..... -- -- -- -- -- -- (25.4) (25.4)
---- ---- ---- ---- ----- ------- ------- -------
Balances at March 10, 1997...... -- -- -- -- -- -- 333.4 333.4
Recapitalization of
Business................... -- -- -- -- -- 333.4 (333.4) --
Distribution to National
Semiconductor by
Fairchild.................. -- -- -- -- -- (401.6) -- (401.6)
PIK Note issued as additional
purchase consideration for
the stock of Fairchild..... -- -- -- -- -- (77.0) -- (77.0)
Issuance of common stock...... 28.8 33.6 0.1 0.1 7.6 -- -- 7.8
Net income.................... -- -- -- -- -- 5.9 -- 5.9
Dividends on redeemable
preferred stock............ -- -- -- -- -- (1.8) -- (1.8)
---- ---- ---- ---- ----- ------- ------- -------
Balances at May 25, 1997........ 28.8 33.6 0.1 0.1 7.6 (141.1) -- (133.3)
Net income.................... -- -- -- -- -- 20.6 -- 20.6
Dividends on redeemable
preferred stock............ -- -- -- -- -- (8.6) -- (8.6)
Adjustment to business equity
assumed.................... -- -- -- -- -- 2.4 -- 2.4
Issuance of common stock...... 0.4 -- -- -- -- -- -- --
Common stock split issued in
the form of a stock
dividend (4-1)............. -- -- 0.2 0.2 (0.4) -- -- --
Deferred compensation related
to the grant of stock
options.................... -- -- -- -- 0.2 -- -- 0.2
Tax benefit from compensation
related to lifting of
restrictions on common
stock owned by management
investors.................. -- -- -- -- 2.1 -- -- 2.1
---- ---- ---- ---- ----- ------- ------- -------
Balances at May 31, 1998........ 29.2 33.6 $0.3 $0.3 $ 9.5 $(126.7) $ -- $(116.6)
==== ==== ==== ==== ===== ======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 132
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- BACKGROUND AND BASIS OF PRESENTATION
BACKGROUND
FSC Semiconductor Corporation ("Fairchild Holdings" or the "Company") was
incorporated on March 10, 1997 by National Semiconductor Corporation ("National
Semiconductor" or "National"). On March 11, 1997, National Semiconductor
consummated an Agreement and Plan of Recapitalization ("Recapitalization"). As
part of the Recapitalization, National Semiconductor transferred all of the
capital stock of Fairchild Semiconductor Corporation ("Fairchild") and
approximately $12.8 million in cash to Fairchild Holdings in exchange for shares
of Fairchild Holdings' 12% Series A Cumulative Compounding Preferred Stock,
Fairchild Holdings' common stock and a promissory note in the principal amount
of approximately $77.0 million.
In addition, National Semiconductor transferred substantially all of the
assets and liabilities of the Fairchild Semiconductor Business (the "Business")
to Fairchild. The Business was defined as the logic, discrete and memory
divisions of National Semiconductor. The Recapitalization was accounted for as a
leveraged recapitalization, whereby the Company assumed the historical operating
results of the Business. Fairchild is a leading global designer, developer and
manufacturer of high performance multi-market semiconductors. The Company's
logic, discrete, non-volatile memory and analog and mixed signal products are
the building block components for virtually all electronic devices, from
sophisticated computers to household appliances. The Company is headquartered in
South Portland, Maine, and has manufacturing operations in South Portland,
Maine, West Jordan, Utah, Mountain View, California, Cebu, the Philippines, and
Penang, Malaysia.
BASIS OF PRESENTATION
The consolidated financial statements at May 31, 1998 and for the fiscal
year then ended, as well as at May 25, 1997, and for the period from March 11,
1997 through May 25, 1997, include the accounts and operations of the Company
and its wholly-owned subsidiaries.
Prior to March 11, 1997, the combined balance sheets included the assets
and liabilities that were directly related to the Business as they were operated
within National Semiconductor. These balance sheets do not include National
Semiconductor's corporate assets or liabilities not specifically identifiable to
Fairchild. National Semiconductor performed cash management on a centralized
basis and processed related receivables and certain payables, payroll and other
activity for Fairchild. These systems did not track receivables, liabilities and
cash receipts and payments on a business specific basis. Accordingly, it was not
practical to determine certain assets and liabilities associated with the
Business. Given these constraints, certain supplemental cash flow information is
presented in lieu of a statement of cash flows for the years ended May 25, 1997
and May 26, 1996 (See Note 16). The financial condition and cash flows may have
been significantly different if not for the centralized cash management system
of National Semiconductor.
Prior to March 11, 1997, the combined statements of operations included all
revenues and costs attributable to the Business including an allocation of the
costs of shared facilities and overhead of National Semiconductor. In addition,
certain costs incurred at Fairchild plants for the benefit of other National
Semiconductor product lines were allocated from Fairchild to National
Semiconductor. All of the allocations and estimates in the combined statements
of operations were based on assumptions that management believes were reasonable
under the circumstances. However, these allocations and estimates are not
necessarily indicative of the costs that would have resulted if the Business had
been operated on a stand alone basis.
F-7
<PAGE> 133
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 1 -- BACKGROUND AND BASIS OF PRESENTATION -- (CONTINUED)
Transactions with National Semiconductor have been identified in the
financial statements as transactions between related parties to the extent
practicable (See Note 12).
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL YEAR
The Company's fiscal year ends on the Sunday on or nearest preceding May
31. The Company's results for the fiscal year ended May 31, 1998 consist of 53
weeks of activity, compared to 52 weeks for the fiscal years ended May 25, 1997
and May 26, 1996.
PRINCIPLES OF CONSOLIDATION
Commencing with the Recapitalization, the consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
REVENUE RECOGNITION
Revenue from the sale of semiconductor products is recognized when shipped,
with a provision for estimated returns and allowances recorded at the time of
shipment. Contract manufacturing revenues are recognized upon completion of
contracted services.
RESEARCH AND DEVELOPMENT COSTS
The Company's research and development expenditures are charged to expense
as incurred.
RELATED PARTY ACTIVITY
In conjunction with the Recapitalization, Fairchild and National
Semiconductor executed several agreements which govern the performance of
manufacturing services by Fairchild on behalf of National Semiconductor and by
National Semiconductor on behalf of Fairchild. In addition, National
Semiconductor provides a number of business support services to Fairchild.
Prior to the Recapitalization, the Business performed contract
manufacturing services for National Semiconductor. The revenues for these
services are reflected at cost in the accompanying consolidated statements of
operations.
Manufacturing costs were generally apportioned between National
Semiconductor and the Business' product lines based upon budgeted and actual
factory production loading. Certain manufacturing costs (e.g., material costs)
that were specifically identifiable with a particular product line were charged
or credited directly without apportionment.
National Semiconductor also performed manufacturing services for the
Business and incurred other elements of cost of sales on behalf of the Business,
including freight, duty, warehousing, and purchased manufacturing services from
third party vendors.
Shared or common costs, including certain general and administrative, sales
and marketing, and research and development expenses, have been allocated from
National Semiconductor's corporate office, selling and marketing locations, and
manufacturing sites to the Business or from the Business' plants to National
Semiconductor product lines on a basis which is considered to fairly and
F-8
<PAGE> 134
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
reasonably reflect the utilization of the services provided to, or benefit
obtained by, the business receiving the charge. National Semiconductor had net
interest income on a consolidated basis for all periods presented prior to the
Recapitalization. Although not material, these amounts have been allocated to
the Business prior to the Recapitalization on the basis of net assets and are
included in other (income) expense (See Note 12).
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of standard cost, which approximates
actual cost on a first-in, first-out basis, or market.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recorded at cost and is generally
depreciated based upon the following estimated useful lives: buildings and
improvements ten to thirty years, and machinery and equipment three to five
years. Depreciation is computed using the straight-line method.
INTANGIBLE ASSETS
Intangible assets were recorded as part of the Raytheon acquisition and are
amortized by the use of the straight-line method over their estimated lives
which are generally three to fifteen years. (See Note 17)
OTHER ASSETS
Other assets includes debt acquisition costs which represent costs incurred
related to the issuance of the Company's long-term debt. The costs are being
amortized using the effective interest method over the related term of the
borrowings, which ranges from five to ten years, and are included in interest
expense. Also included in other assets are mold and tooling costs. Molds and
tools are amortized over their expected useful lives, generally one to three
years.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates the recoverability of long-lived assets not held for
sale, including intangible assets, by measuring the carrying amount of the
assets against the estimated undiscounted future cash flows associated with
them. At the time such evaluations indicate that the future undiscounted cash
flows of certain long-lived assets are not sufficient to recover the carrying
value of such assets, the assets are adjusted to their fair values. Based on
these evaluations, there were no adjustments to the carrying value of long-lived
assets in Fiscal Years 1998, 1997 and 1996.
CURRENCIES
The Company's functional currency for all operations worldwide is the U.S.
dollar. Accordingly, gains and losses from translation of foreign currency
financial statements are included in current
F-9
<PAGE> 135
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
results. In addition, cash conversion of foreign currency and foreign currency
transactions are also included in current results.
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
The Company utilizes various off-balance sheet financial instruments to
manage market risks associated with the fluctuations in certain interest rates
and foreign currency exchange rates. It is the Company's policy to use
derivative financial instruments to protect against market risk arising from the
normal course of business. Gains and losses on financial instruments that are
intended to hedge an identifiable firm commitment are deferred and included in
the measurement of the underlying transaction. Gains and losses on hedges of
anticipated transactions are deferred until such time as the underlying
transactions are recognized or immediately when the transaction is no longer
expected to occur. The criteria the Company uses for designating an instrument
as a hedge include the instrument's effectiveness in risk reduction and
one-to-one matching of derivative instruments to underlying transactions. In
addition, the Company uses forward and option contracts to hedge certain
non-U.S. denominated asset and liability positions. Gains and losses on these
contracts are matched with the underlying gains and losses resulting from
currency movement on these balance sheet positions.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying values of cash and cash equivalents, accounts receivable and
payable, and accrued liabilities approximate fair value due to the short-term
maturities of these assets and liabilities. Fair values of long term debt,
currency forward contracts and currency options are based on quoted market
prices or pricing models using prevailing financial market information as of May
31, 1998.
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
INCOME TAXES
Prior to the Recapitalization, the Business did not file separate income
tax returns but rather was included in the income tax returns filed by National
Semiconductor and its subsidiaries in various domestic and foreign
jurisdictions. Therefore, no provision for income taxes has been recorded in the
accompanying consolidated financial statements for the period May 27, 1996
through March 10, 1997 and for the year ended May 26, 1996. Upon the
Recapitalization, the Company became responsible for its income taxes and,
therefore, the provision for income taxes included in the accompanying 1997
statement of operations is for the period March 11, 1997 through May 25, 1997.
Income taxes are accounted for under the asset and liability method. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected
F-10
<PAGE> 136
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
Net Income (Loss) Per Common Share
The Company has presented net income (loss) per share pursuant to SFAS No.
128, Earnings per Share, and the Securities and Exchange Commission Staff
Accounting Bulletin No. 98. Net income (loss) per common share is presented for
the year ended May 31, 1998 only because it is not meaningful for earlier years
since the Company did not have common stock outstanding for the entire period
during any earlier year.
Basic income (loss) per share was computed by dividing net income
applicable to common stockholders by the weighted average number of shares of
common stock outstanding. Diluted income (loss) per share also gives effect to
all dilutive potential common shares outstanding, consisting solely of
outstanding stock options.
The following table reconciles net income to net income applicable to
common stockholders and basic weighted average shares to diluted weighted
average shares outstanding.
<TABLE>
<CAPTION>
(IN MILLIONS)
-------------
<S> <C>
Basic weighted average common shares outstanding............ 62.6
Net effect of dilutive stock options based on the treasury
stock method using the average market price............... 2.2
Diluted weighted average common shares outstanding.......... 64.8
=====
Net income.................................................. $20.6
Dividends on redeemable preferred stock..................... (8.7)
Net income applicable to common stockholders................ $11.9
=====
</TABLE>
Options to purchase 750,000 shares of common stock at $10.00 per share were
outstanding during fiscal 1998 but were not included in the computation of
diluted EPS because the effect of including such options would be anti-dilutive.
EMPLOYEE STOCK PLAN
The Company accounts for its stock option plan in accordance with
Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock
Issued to Employees." In 1995, the Financial Accounting Standards Board issued
SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123 provides
an alternative to APB 25 and is effective for fiscal years beginning after
December 15, 1995. As permitted under SFAS No. 123, the Company continues to
account for its stock option plan in accordance with the provisions of APB 25
(see Note 6) and provides the disclosure of pro forma net income as if the fair
value method under SFAS No. 123 had been applied.
RECLASSIFICATION
Certain amounts in Fiscal Years 1997 and 1996 have been reclassified to
conform with the current year presentation.
F-11
<PAGE> 137
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 3 -- FINANCIAL STATEMENT DETAILS
<TABLE>
<CAPTION>
MAY 31, MAY 25,
1998 1997
------- -------
(IN MILLIONS)
<S> <C> <C>
Inventories(1)
Raw materials............................................. $ 13.0 $ 8.8
Work in process........................................... 69.5 43.4
Finished goods............................................ 25.5 20.9
------ ------
$108.0 $ 73.1
====== ======
Other current assets
Non-trade receivable from manufacturing subcontractor..... $ 12.7 $ 14.8
Prepaid and other current assets.......................... 7.3 3.9
------ ------
$ 20.0 $ 18.7
====== ======
Property, plant and equipment(1)
Land...................................................... $ 23.5 $ 1.2
Buildings and improvements................................ 154.7 140.2
Machinery and equipment................................... 575.1 526.8
Construction in progress.................................. 46.5 20.2
------ ------
Total property, plant and equipment.................... 799.8 688.4
Less accumulated depreciation............................. 456.9 393.4
------ ------
$342.9 $295.0
====== ======
Accrued expenses(1)
Payroll and employee related accruals..................... $ 23.4 $ 14.9
Accrued interest.......................................... 8.1 8.9
Income taxes payable...................................... 3.2 2.0
Other..................................................... 21.2 14.3
------ ------
$ 55.9 $ 40.1
====== ======
</TABLE>
- -------------------------
(1) Approximately $13.6 million of inventory, $49.9 million of property, plant
and equipment, and $4.1 million in accrued liabilities were obtained through
the Raytheon acquisition and contribute to the growth in each respective
account in Fiscal Year 1998.
F-12
<PAGE> 138
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4 -- LONG-TERM DEBT
Long-term debt consists of the following at:
<TABLE>
<CAPTION>
MAY 31, MAY 25,
1998 1997
------- -------
(IN MILLIONS)
<S> <C> <C>
Tranche A term loan payable................................. $ 62.5 $ 75.0
Tranche B term loan payable................................. -- 45.0
Tranche C term loan payable................................. 88.8 --
Senior subordinated notes payable........................... 300.0 300.0
------ ------
Subtotal............................................... 451.3 420.0
PIK note payable............................................ 88.6 78.9
------ ------
Total long-term debt................................... 539.9 498.9
Less current portion........................................ 13.2 11.0
------ ------
Long-term portion...................................... $526.7 $487.9
====== ======
</TABLE>
On March 11, 1997, the Company entered into a Senior Credit Facilities
agreement ("Credit Agreement") with a syndicate of financial institutions. On
December 31, 1997, the Credit Agreement was amended and restated ("Amended
Credit Agreement") in order to permit the acquisition of Raytheon Semiconductor,
Inc. (See Note 17).
Borrowings under the Amended Credit Agreement are segregated into two
tranches: $75.0 million Tranche A Term Loans and $90.0 million Tranche C Term
Loans. A portion of the proceeds from the Tranche C Term Loans was used to repay
in full the outstanding borrowings of the Tranche B Term Loans under the
original Credit Agreement. The Tranche A Term Loans are scheduled to mature on
March 11, 2002 and are subject to quarterly principal payments ranging from $2.5
million to $6.5 million, commencing May 30, 1997. The Tranche C Term Loans are
scheduled to mature on March 11, 2003 and are subject to quarterly principal
payments of $0.6 million each through February 2002, commencing February 28,
1998, with an additional four quarterly payments of $20.0 million each due
through March 11, 2003, commencing May 31, 2002. The Amended Credit Agreement
also includes a Revolving Credit Facility of $130.0 million. The Revolving
Credit Facility is scheduled to mature on March 11, 2002. No amounts were
outstanding under the Revolving Credit Facility as of May 31, 1998 and May 25,
1997.
The Senior Credit Facilities accrue interest based on either the bank's
base rate or the Eurodollar rate, at the option of the Company. The interest
rate was 8.2% for the Tranche A term loan and 8.1% for the Tranche C term loan
at May 31, 1998. The Company pays a commitment fee of 0.5% per annum of the
unutilized commitments under the Revolving Credit Agreement. Borrowings are
secured by substantially all assets of the Company.
On March 11, 1997, Fairchild issued $300.0 million of 10 1/8% Senior
Subordinated Notes (the "Notes") at face value. The Notes pay interest on March
15 and September 15 of each year commencing September 15, 1997. The Notes are
unsecured and are subordinated to all existing and future senior indebtedness of
the Company. The Notes are redeemable by the Company, in whole or in part, on or
after March 15, 2002 at redemption prices ranging from 100% to approximately
105% of the principal amount. The Company is required to redeem $150.0 million
principal amount of
F-13
<PAGE> 139
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4 -- LONG-TERM DEBT -- (CONTINUED)
Notes on March 15, 2005 and $75.0 million principal amount of Notes on March 15,
2006 and 2007, respectively, in each case at a redemption price of 100% of the
principal amount plus accrued interest to the date of redemption.
The payment of principal and interest on the Senior Credit Facilities and
the Notes is fully and unconditionally guaranteed by Fairchild Holdings.
Fairchild Holdings currently conducts no business and has no significant assets
other than the capital stock of the Company. No subsidiaries of Fairchild,
except for Fairchild Semiconductor Corporation of California, are guarantors on
either the Senior Credit Facilities or the Notes. Included in the accompanying
consolidated balance sheets at May 31, 1998 and May 25, 1997 are approximately
$93.6 million and $76.2 million of net assets, respectively, related to the
Company's foreign subsidiaries.
On March 11, 1997, the Company issued a promissory note ("PIK Note") in the
principal amount of approximately $77.0 million to National Semiconductor as
part of the consideration for all of the capital stock of Fairchild. The PIK
Note bears interest at 11.74% per annum and matures in 2008. During Fiscal Year
1998, National Semiconductor sold its interest in the PIK Note to a number of
financial institutions. To the extent any Fairchild Holdings senior indebtedness
prohibits Fairchild Holdings from paying interest due on the PIK Notes in cash,
such interest shall be paid by adding such interest to the then outstanding
principal amount of the PIK Notes. Such amount shall accrue interest as a
portion of the principal amount of the PIK Notes from the applicable interest
payment date. The PIK Notes are subordinated to both the Senior Credit
Facilities and the Notes.
The Senior Credit Facilities and the indenture under which the Notes were
issued, and the PIK Notes contain certain restrictive financial and operating
covenants, including limitations on stock repurchases and prohibitions on the
payment of dividends, with which the Company was in compliance at May 31, 1998.
Aggregate maturities of long-term debt for each of the next five years and
thereafter are as follows:
<TABLE>
<CAPTION>
(IN MILLIONS)
-------------
<S> <C>
1999........................................................ $ 13.2
2000........................................................ 16.2
2001........................................................ 20.9
2002........................................................ 41.2
2003........................................................ 59.8
Thereafter.................................................. 388.6
------
$539.9
======
</TABLE>
On April 29, 1997 and January 7, 1998, the Company entered into interest
rate swap agreements to reduce the impact of changes in interest rates on its
Senior Credit Facilities described above. The swap agreements fixed the interest
rate on $60.0 million of the Senior Credit Facility at 9.26% through May 2001,
and $90.0 million of the Senior Credit Facility at 8.21% through February 2000.
The notional face amount of the swap agreements is $151.3 million and $60.0
million at May 31, 1998 and May 25, 1997, respectively (See Note 14). The swap
agreement covering $60.0 million of
F-14
<PAGE> 140
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4 -- LONG-TERM DEBT -- (CONTINUED)
the Senior Credit Facility is cancelable without penalty at the option of the
Company after May 26, 1999.
The Company is exposed to credit loss in the event of nonperformance by the
other party to the interest rate swap agreement; however, the Company does not
anticipate nonperformance under the agreement.
NOTE 5 -- INCOME TAXES
As discussed in Note 2, the Business did not pay income taxes directly or
file separate income tax returns prior to the Recapitalization, and therefore,
no provision for income taxes has been recorded in the accompanying financial
statements for the period ended March 10, 1997 and for the year ended May 26,
1996. The provision for income taxes included in the accompanying consolidated
statements of operations for Fiscal Year 1998 and for the period from March 11,
1997 to May 25, 1997, consisted of the following:
<TABLE>
<CAPTION>
MARCH 11,
YEAR ENDED 1997 TO
MAY 31, MAY 25,
1998 1997
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Income before income taxes:
U.S....................................................... $14.6 $7.2
Non-U.S................................................... 18.2 2.5
----- ----
$32.8 $9.7
===== ====
Income taxes:
Current:
U.S. federal........................................... $ 7.1 $ --
U.S. state and local................................... 1.5 --
Non-U.S................................................ 3.3 1.4
----- ----
11.9 1.4
Deferred:
U.S. federal........................................... (2.0) 1.9
U.S. state and local................................... (0.4) 0.5
Non-U.S................................................ 1.2 --
----- ----
(1.2) 2.4
</TABLE>
F-15
<PAGE> 141
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 5 -- INCOME TAXES -- (CONTINUED)
<TABLE>
<CAPTION>
MARCH 11,
YEAR ENDED 1997 TO
MAY 31, MAY 25,
1998 1997
---------- ---------
(IN MILLIONS)
<S> <C> <C>
Total income taxes:
U.S. federal........................................... 5.1 1.9
U.S. state and local................................... 1.1 0.5
Non-U.S................................................ 4.5 1.4
----- ----
$10.7 $3.8
===== ====
</TABLE>
The reconciliation between the income tax rate computed by applying the
U.S. federal statutory rate and the reported worldwide tax rate follows:
<TABLE>
<CAPTION>
MARCH 11,
YEAR ENDED 1997 TO
MAY 31, MAY 25,
1998 1997
---------- ---------
(IN MILLIONS)
<S> <C> <C>
U.S. federal statutory rate................................. 35.0% 35.0%
U.S. state and local taxes, net of federal benefit.......... 3.3% 4.1%
Tax differential related to non-U.S. income................. (5.7)% --
---- ----
32.6% 39.1%
==== ====
</TABLE>
As discussed in Note 1, the Recapitalization was accounted for as a
leveraged recapitalization whereby the Company retained the carrying value of
assets and liabilities of the Business. For income tax reporting purposes, the
Recapitalization was treated as a taxable transaction resulting in a step up of
the assets and liabilities to fair value at March 11, 1997. As such, gross
deferred tax assets of $53.7 million and a related valuation allowance of $30.7
million were established on March 11, 1997 with an offsetting credit to Business
equity.
The tax effects of temporary differences in the recognition of income and
expense for tax and financial reporting purposes that give rise to significant
portions of the deferred tax assets and the deferred tax liabilities at May 31,
1998 and May 25, 1997 are presented below:
F-16
<PAGE> 142
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 5 -- INCOME TAXES -- (CONTINUED)
<TABLE>
<CAPTION>
MAY 31, MAY 25,
1998 1997
------- -------
<S> <C> <C>
Deferred tax assets:
Reserves and accruals..................................... $ 15.8 $ 6.1
Plant and equipment....................................... 2.8 19.9
Intangibles, primarily intellectual property and
software............................................... 31.2 25.3
AMT tax credit carryovers................................. 3.8 --
------ ------
Total gross deferred assets............................ 53.6 51.3
Valuation allowance....................................... (30.7) (30.7)
------ ------
Net deferred tax assets................................ 22.9 20.6
Deferred tax liabilities:
Capital allowance -- foreign.............................. (1.4) (0.3)
------ ------
Net deferred tax assets..................................... $ 21.5 $ 20.3
====== ======
</TABLE>
In assessing the realizability of deferred tax assets, the Company has
recorded a valuation allowance. This valuation allowance reduced the deferred
tax asset to a net amount which the Company believed more likely than not that
it would realize, based on the Company's estimate of its future earnings and the
expected timing of temporary differences. Deferred tax assets and liabilities
are classified in the consolidated balance sheet based on the classification of
the related asset or liability.
Deferred income taxes have not been provided for the undistributed earnings
of the Company's foreign subsidiaries which aggregated approximately $15.1
million at May 31, 1998. The Company plans to reinvest all such earnings for
future expansion. If such earnings were distributed, taxes would be increased by
approximately $1.2 million.
NOTE 6 -- STOCK BASED COMPENSATION
At May 31, 1998, the Company has one stock-based compensation plan, the
1997 Stock Option Plan, as amended, (the "Plan") which is described below.
Fairchild Holdings accounts for its stock option plan in accordance with the
provisions of APB 25. As such, compensation expense is recorded on the date of
grant only if the current market price of the underlying stock exceeds the
exercise price. Had compensation cost for the Company's stock option plan been
determined consistent with FASB Statement No. 123, the Company's net income
would have approximated reported net income of $20.6 million and $15.5 million,
respectively, in Fiscal Years 1998 and 1997.
F-17
<PAGE> 143
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 6 -- STOCK BASED COMPENSATION -- (CONTINUED)
The Company estimates the fair value of each option as of the date of grant
using a Black-Scholes pricing model with the following weighted average
assumptions:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Expected volatility......................................... -- --
Dividend yield.............................................. -- --
Risk-free interest rate..................................... 5.88% 6.17%
Expected life, in years..................................... 2.9 2.6
</TABLE>
Under the Plan, the Company may grant options for up to 5,084,000 shares of
Class A common stock. Options granted under the Plan may be either (a) options
intended to constitute incentive stock options ("ISOs") under the Internal
Revenue Code or (b) non-qualified stock options. Options may be granted under
the Plan to regular salaried officers and key employees of the Company and its
subsidiaries.
The exercise price of each option granted under the Plan shall be as
determined by the Board of Directors (the "Board"). The maximum term of any
option shall be ten years from the date of grant for incentive stock options and
ten years and one day from the date of grant for non-qualified stock options.
Options granted under the Plan are exercisable at the determination of the
Board, currently vesting ratably over approximately 4 years. Employees receiving
options under the Plan may not receive in any one year period options to
purchase more than 200,000 shares of common stock.
A summary of the status of the Company's stock option plan as of May 31,
1998 and May 25, 1997, and changes during the years then ended are presented in
the table below:
<TABLE>
<CAPTION>
1998 1997
------------------- -------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
SHARES EXERCISE SHARES EXERCISE
(000'S) PRICE (000'S) PRICE
------- -------- ------- --------
<S> <C> <C> <C> <C>
Outstanding at beginning of year................. 2,029 $0.13 -- $ --
Granted.......................................... 1,777 4.29 2,097 0.13
Exercised........................................ (142) 0.13 -- --
Canceled......................................... (80) 0.13 (68) 0.13
----- -----
Outstanding at end of year....................... 3,584 $2.20 2,029 $0.13
===== =====
Exercisable at end of year....................... 798 $0.13 -- $ --
Weighted average fair value of options granted... $0.22 $0.02
</TABLE>
F-18
<PAGE> 144
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 6 -- STOCK BASED COMPENSATION -- (CONTINUED)
Information with respect to stock options outstanding and stock options
exercisable at May 31, 1998, is as follows:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
--------------------------------------- OPTIONS EXERCISABLE
WEIGHTED- ------------------------
AVERAGE WEIGHTED- WEIGHTED-
(000'S) REMAINING AVERAGE (000'S) AVERAGE
NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
- --------------- ----------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$ .13........................ 2,834 8.95 $ 0.13 798 $0.13
$10.00........................ 750 9.94 10.00 -- --
----- ---
3,584 9.16 $ 2.20 798 $0.13
===== ===
</TABLE>
NOTE 7 -- RETIREMENT PLANS
Effective March 11, 1997, the Company sponsors the Fairchild Personal
Savings and Retirement Plan (the "Retirement Plan"), a contributory savings plan
which qualifies under section 401(k) of the Internal Revenue Code. The
Retirement Plan covers substantially all employees in the United States. At the
inception of the Retirement Plan, the Company provided a matching contribution
equal to 50% of employee elective deferrals up to a maximum of 6% of an
employee's annual compensation. Effective June 1, 1997, the Company increased
the matching contribution to 75% of employee elective deferrals. The Company
also maintains a non-qualified Benefit Restoration Plan, under which employees
who have otherwise exceeded annual IRS limitations for elective deferrals can
continue to contribute to their retirement savings. The Company matches employee
elective deferrals to the Benefit Restoration Plan on the same basis as the
Retirement Plan. Total expense recognized under these plans was $3.4 and $1.1
million for the years ended May 31, 1998 and May 25, 1997.
Employees in Malaysia participate in a defined contribution plan. The
Company has funded accruals for this plan in accordance with statutory
regulations in Malaysia. The net pension cost for the years ended May 31, 1998
and May 25, 1997 and the accrued pension cost at May 31, 1998 and May 25, 1997
are not material to the financial statements.
Employees in the Philippines participate in a defined benefit plan that was
assumed by the Company from National Semiconductor as part of the
Recapitalization. The benefits are based on years of service and a multiple of
the employee's final monthly salary. The Company's funding policy is to
contribute annually the amount necessary to maintain the plan on an actuarially
sound basis. Contributions are intended to provide not only for benefits
attributed to service to date but also for those expected to be earned in the
future. The contributions made for the years ended May 31, 1998 and May 25, 1997
are not material to the financial statements.
Prior to the Recapitalization, employees of the Business participated in
several National Semiconductor retirement, employee benefit, and incentive
plans. No liabilities related to retirement and similar plans, other than those
disclosed above, were assumed by the Company.
F-19
<PAGE> 145
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 8 -- LEASE COMMITMENTS
Rental expense related to certain facilities and equipment of the Company's
plants was $9.5 million, $5.0 million, and $4.8 million for the fiscal years
ended 1998, 1997 and 1996, respectively.
Future minimum lease payments under noncancelable operating leases are as
follows:
<TABLE>
<CAPTION>
(IN MILLIONS)
<S> <C>
1999........................................................ $10.7
2000........................................................ 8.8
2001........................................................ 4.8
2002........................................................ 2.0
2003........................................................ 1.4
Thereafter.................................................. 3.5
-----
$31.2
=====
</TABLE>
NOTE 9 -- REDEEMABLE PREFERRED STOCK
Concurrent with the Recapitalization, the Company authorized 70,000 shares
of redeemable preferred stock at a par value of $.01, all of which are
designated as 12% Series A cumulative compounding preferred stock (the
"Redeemable Preferred Stock"). The Redeemable Preferred Stock has a stated value
of $1,000 per share and is entitled to annual dividends when, as and if
declared, which dividends will be cumulative, whether or not earned or declared,
and will accrue at a rate of 12%, compounding annually. At May 31, 1998 and May
25, 1997, 70,000 shares were issued and outstanding. The total liquidation value
of the shares outstanding at May 31, 1998 and May 25, 1997, in the amounts of
$80.5 million and $71.8 million, respectively, is classified in the Company's
balance sheet as Redeemable Preferred Stock. See Note 10.
The Redeemable Preferred Stock is mandatorily redeemable in 2009. The
Company may optionally redeem, in whole or in part, the Redeemable Preferred
Stock at any time at a price per share of $1,000, plus accrued and unpaid
dividends to the date of redemption.
At the option of the Company, the Redeemable Preferred Stock may be
exchanged for junior subordinated debentures of the Company. The face value of
such junior subordinated debentures shall be (i) $1,000 per share of Redeemable
Preferred Stock exchanged, plus (ii) all accrued but unpaid dividends on such
stock to the date of exchange. Their maturity date will be the same as the
mandatory redemption date of the Redeemable Preferred Stock, and they shall bear
interest at a rate equal to the lesser of 12% and the maximum interest rate
permitted to be deducted as accrued under the relevant provisions of the
Internal Revenue Code of 1986.
NOTE 10 -- STOCKHOLDERS' EQUITY
RECAPITALIZATION
On March 11, 1997, National Semiconductor consummated the Recapitalization
under which the following transactions occurred:
(i) National Semiconductor, pursuant to an Asset Purchase Agreement,
transferred all of the assets and liabilities of the Business to
Fairchild and its subsidiaries in exchange for
F-20
<PAGE> 146
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 10 -- STOCKHOLDERS' EQUITY -- (CONTINUED)
demand purchase notes of Fairchild and its subsidiaries in the
aggregate principal amount of $401.6 million (the "Purchase Price
Notes");
(ii) National Semiconductor transferred all of the capital stock of
Fairchild and approximately $12.8 million in cash to the Company in
exchange for shares of Redeemable Preferred Stock, shares of Class A
voting and Class B non-voting common stock, and a promissory PIK Note
of the Company in the principal amount of approximately $77.0
million;
(iii) The Company issued Redeemable Preferred Stock and additional common
stock in the aggregate amount of approximately $65.0 million;
(iv) The Company contributed cash in the amount of approximately $77.8
million to the capital of Fairchild;
(v) Fairchild borrowed $120.0 million under term bank loans and issued
$300.0 million of 10 1/8% Senior Subordinated Notes due 2007 (as
described in Note 4). The proceeds from these borrowings were used to
repay the Purchase Price Notes and certain debt acquisition costs as
described in Note 2.
The transaction was accounted for as a leveraged recapitalization whereby
the Company assumed the historical operating results of the Business.
Accordingly, the repayment of the Purchase Price Notes of $401.6 and issuance of
the PIK Note of $77.0 million were included in the statements of equity as a
distribution to National Semiconductor by Fairchild and the Company,
respectively.
COMMON STOCK
On January 5, 1998, the Board of Directors approved a four-for-one common
stock split in the form of a stock dividend. Stockholders received three
additional shares for each share held. Such distribution was made on April 29,
1998 to stockholders of record on that date. All share amounts in the
accompanying consolidated financial statements have been restated to
retroactively reflect the split.
As approved by stockholders on April 24, 1998, the Company has authorized
160,000,000 shares of common stock at a par value of $.01 per share, divided
into two classes consisting of 80,000,000 shares of Class A stock and 80,000,000
shares of Class B stock. As of May 25, 1997, 60,000,000 shares were authorized,
consisting of 30,000,000 shares of Class A stock and 30,000,000 shares of Class
B stock. The holders of Class A stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. Except as
required by law, the holders of Class B stock have no voting rights. A holder of
either class of common stock may convert any or all of his shares into an equal
number of shares of the other class of common stock provided that in the case of
a conversion from Class B stock, which is nonvoting, into Class A stock, which
is voting, such conversion would be permitted only to the extent that the holder
of shares to be converted would be permitted under applicable law to hold the
total number of shares of Class A stock which would be held after giving effect
to the conversion.
Certain amendments to the Securities Purchase and Holders Agreement, dated
as of March 11, 1997 (the "Stockholders Agreement"), which were effected in May
1998, resulted in the lapse of certain risks of forfeiture by the management
investors with respect to their stock ownership of the Company. The lapse of
such restrictions resulted in the incurrence by the Company of deductible
F-21
<PAGE> 147
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 10 -- STOCKHOLDERS' EQUITY -- (CONTINUED)
compensation expense for income tax purposes of $10.4 million in Fiscal Year
1998. The tax effect of the compensation expense of $2.1 million was recorded as
a reduction in income taxes payable and an increase to additional paid-in
capital at May 31, 1998. The tax effect was recorded using the alternative
minimum tax rate of 20%. In connection with this transaction, loans aggregating
$5.0 million were made by the Company to the management investors to pay their
federal and state individual income tax liabilities in June 1998. Such loans
(including accrued but unpaid interest thereon) will be cancelled over the
four-year period following their creation, or earlier, in whole, upon the
occurrence of certain qualifying public offerings of the Company's or
Fairchild's stock and, in part, upon the death or disability of the obligor. The
Company has also agreed to pay to such executive officers amounts sufficient to
enable them to discharge all tax liabilities arising out of the cancellation of
such loans (as well as all tax liabilities arising out of such payments). Any
such executive officer whose employment terminates will be required to repay any
uncancelled amounts immediately.
NOTE 11 -- RESTRUCTURING
In June 1996, National Semiconductor announced a restructuring of its
operations and the intent to pursue a sale or partial financing of the Business.
In connection with the restructuring, the Business recorded a $5.3 million
nonrecurring charge related to work force reductions. During the year ended May
25, 1997, $5.3 million of severance was paid to terminated employees.
F-22
<PAGE> 148
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 12 -- RELATED PARTY TRANSACTIONS
Related party activity between the Company and National Semiconductor is
summarized as follows:
<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
MARCH 11, MAY 27,
YEAR 1997 1996 YEAR
ENDED THROUGH THROUGH ENDED
MAY 31, MAY 25, MARCH 10, MAY 26,
1998 1997 1997 1996
------- ------------- ----------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Manufacturing services performed by
National Semiconductor plants or
purchased from third parties............. $14.0 $ 2.8 $34.3 $ 73.9
Headquarters, freight, duty, warehousing
and other elements of cost of sales...... 17.9 3.7 41.8 58.5
----- ----- ----- ------
$31.9 $ 6.5 $76.1 $132.4
===== ===== ===== ======
Cost of business support services provided
by National Semiconductor................ $28.7 $11.6 $ -- $ --
===== ===== ===== ======
Operating costs allocated to the Business
by National Semiconductor................ $ -- $ -- $63.9 $108.6
===== ===== ===== ======
Operating costs allocated to National
Semiconductor by the Business............ $ -- $ -- $ 9.6 $ 27.1
===== ===== ===== ======
</TABLE>
Amounts receivable from National Semiconductor, included in accounts
receivable, totaled $12.4 million and $19.9 million at May 31, 1998 and May 25,
1997, respectively. Amounts payable to National Semiconductor, included in
accounts payable, totaled $5.3 million and $22.6 million at May 31, 1998 and May
25, 1997, respectively.
NOTE 13 -- CONTINGENCIES
The Company's facilities in South Portland, Maine, West Jordan, Utah, Cebu,
the Philippines, and Penang, Malaysia, have ongoing remediation projects to
respond to certain releases of hazardous substances that occurred prior to the
Recapitalization. Pursuant to the Asset Purchase Agreement, National
Semiconductor has agreed to indemnify the Company for the future costs of these
projects. The costs incurred to respond to these conditions were not material to
the combined financial statements of the Business during Fiscal Years 1997 and
1996.
The Company's Mountain View, California, facility is located on a
contaminated site under the Comprehensive Environmental Response, Compensation
and Liability Act. Under the terms of the Acquisition Agreement with Raytheon
Company, dated December 31, 1997, Raytheon Company has assumed responsibility
for all remediation costs or other liabilities related to historical
contamination.
In addition, in the normal course of business, the Company is subject to
proceedings, lawsuits and other claims, including proceedings under laws and
regulations related to environmental and other matters. All such matters are
subject to uncertainties and outcomes that are not predictable with
F-23
<PAGE> 149
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 13 -- CONTINGENCIES -- (CONTINUED)
assurance. Consequently, the Company is unable to ascertain the ultimate
aggregate amount of monetary liability or financial impact with respect to these
matters at May 31, 1998. It is management's opinion that after final
disposition, any monetary liability or financial impact to the Company would not
be material to the Company's financial position, or annual results of operations
or cash flows.
NOTE 14 -- FINANCIAL INSTRUMENTS
FOREIGN CURRENCY INSTRUMENTS
The objective of the Company's foreign exchange risk management policy is
to preserve the U.S. dollar value of after-tax cash flows in relation to
non-U.S. dollar currency fluctuations. The company uses forward and option
contracts to hedge firm commitments and option contracts to hedge anticipated
transactions. Gains and losses on financial instruments that are intended to
hedge an identifiable firm commitment are deferred and included in the
measurement of the underlying transaction. Gains and losses on hedges of
anticipated transactions are deferred until such time as the underlying
transactions are recognized or immediately when the transactions are no longer
expected to occur. In addition, the Company uses forward and option contracts to
hedge certain non-U.S. denominated asset and liability positions. Gains and
losses on these contracts are matched with the underlying gains and losses
resulting from currency movement on these balance sheet positions. Gains and
losses on any instruments not meeting the above criteria are recognized in
income in the current period. Net gains and losses from foreign currency
transactions were not material for fiscal years 1998, 1997 and 1996.
INTEREST RATE DERIVATIVES
The Company utilizes interest rate swap agreements to exchange the variable
interest rate of certain long-term, U.S. dollar debt for fixed interest rates.
The variable rates on swaps are based primarily on U.S. dollar LIBOR and reset
on a quarterly basis. These agreements have maturities of up to two years. The
differential between fixed and variable rates to be paid or received is accrued
as interest rates change in accordance with the agreements and is included in
current interest expense.
F-24
<PAGE> 150
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 14 -- FINANCIAL INSTRUMENTS -- (CONTINUED)
FAIR VALUE AND NOTIONAL PRINCIPAL OF OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
The table below shows the fair value and notional principal of the
Company's off-balance sheet instruments as of May 31, 1998 and May 25, 1997. The
notional principal amounts for off-balance sheet instruments provide one measure
of the transaction volume outstanding as of year end and do not represent the
amount of the Company's exposure to credit or market loss. The estimates of fair
value are based on applicable and commonly used pricing models using prevailing
financial market information as of May 31, 1998, and May 25, 1997. Although the
following table reflects the notional principal and fair value of amounts of
off-balance sheet instruments, it does not reflect the gains or losses
associated with the exposures and transactions that the off-balance sheet
instruments are intended to hedge. The amounts ultimately realized upon
settlement of these financial instruments, together with the gains and losses on
the underlying exposures, will depend on actual market conditions during the
remaining life of the instruments.
<TABLE>
<CAPTION>
MAY 31, 1998 MAY 25, 1997
----------------------- -----------------------
NOTIONAL ESTIMATED NOTIONAL ESTIMATED
PRINCIPAL FAIR VALUE PRINCIPAL FAIR VALUE
--------- ---------- --------- ----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Interest Rate Instruments
Swaps..................................... $151.3 $(0.5) $60.0 $(0.2)
Foreign Exchange Instruments
Purchased Options......................... $ 31.7 $ 0.6 $ -- $ --
</TABLE>
FAIR VALUE OF FINANCIAL INSTRUMENTS
A summary table of estimated fair values of financial instruments at Fiscal
Year end follows:
<TABLE>
<CAPTION>
MAY 31, 1998 MAY 25, 1997
---------------------- ----------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- -------- ----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Long Term Debt
Senior Subordinated Debt................... $300.0 $310.5 $300.0 $311.3
PIK Note................................... 88.6 87.7 78.9 78.1
Credit Facility............................ 151.3 151.3 120.0 120.0
Currency Options............................. 0.8 0.6 -- --
</TABLE>
The Company has outstanding foreign currency options denominated in
Japanese yen. All foreign currency options expire within one quarter. Unrealized
gains and losses on these option contracts are deferred and recognized in income
in the same period as the hedged transactions. Unrealized gains and losses as of
May 31, 1998 are not material to the consolidated financial statements.
Premiums, if any, on purchased foreign exchange option contracts are amortized
over the life of the option.
F-25
<PAGE> 151
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 15 -- INDUSTRY AND GEOGRAPHIC SEGMENT INFORMATION
The Company operates in one industry segment and is engaged in the design,
development, manufacture and marketing of a wide variety of semiconductor
products for the semiconductor industry and original equipment manufacturers.
The Company operates in three main geographic areas. In the information that
follows, sales include local sales and exports made by operations within each
area. To control costs, a substantial portion of the Company's products are
transported between various facilities in the Americas, Asia and Europe in the
process of being manufactured and sold. Accordingly, it is not meaningful to
present interlocation transfers between the Company's facilities on a stand
alone basis. Sales to unaffiliated customers have little correlation with the
location of manufacture. It is, therefore, not meaningful to present operating
profit by geographic area.
The Company conducts a substantial portion of its operations outside of the
U.S. and is subject to risks associated with non-U.S. operations, such as
political risks, currency controls and fluctuations, tariffs, import controls
and air transportation.
<TABLE>
<CAPTION>
AMERICAS EUROPE ASIA CONSOLIDATED
-------- ------ ------ ------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
1998:
Sales to unaffiliated customers............. $242.3 $132.6 $260.9 $635.8
====== ====== ====== ======
Total assets................................ $420.5 $ 12.2 $203.0 $635.7
====== ====== ====== ======
1997:
Sales to unaffiliated customers............. $222.7 $117.6 $247.5 $587.8
====== ====== ====== ======
Total assets................................ $345.5 $ 14.9 $194.6 $555.0
====== ====== ====== ======
1996:
Sales to unaffiliated customers............. $260.3 $161.9 $266.5 $688.7
====== ====== ====== ======
Total assets................................ $248.4 $ 0.8 $183.5 $432.7
====== ====== ====== ======
</TABLE>
F-26
<PAGE> 152
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 16 -- SUPPLEMENTAL CASH FLOW INFORMATION
As described in Note 1, National Semiconductor's cash management system was
not designed to trace centralized cash and related financing transactions to the
specific cash requirements of the Business. In addition, National
Semiconductor's corporate transaction systems are not designed to track
receivables and certain liabilities and cash receipts and payments on a business
specific basis. Given these constraints, the following data are presented to
facilitate analysis of key components of cash flow activity for Fiscal Years
1997 and 1996:
<TABLE>
<CAPTION>
YEAR ENDED
------------------
MAY 25, MAY 26,
1997 1996
------- -------
(IN MILLIONS)
<S> <C> <C>
Operating activities:
Revenues less expenses.................................... $ 15.5 $ 72.3
Depreciation and amortization............................. 77.1 64.2
Deferred taxes............................................ (20.3) --
Loss on disposal of equipment, molds and tooling.......... 1.0 2.0
Non-cash interest expense................................. 1.9 --
Increase in accounts receivable........................... (79.6) --
Decrease (increase) in inventories........................ 20.0 (24.3)
Decrease (increase) in prepaid expenses and other current
assets................................................. (5.8) 11.1
Increase in other assets.................................. 0.9 --
Increase (decrease) in accounts payable................... 12.2 (5.2)
Increase (decrease) in accrued expenses and other
liabilities............................................ 21.6 (1.3)
Net financing provided from (to) National
Semiconductor*......................................... (25.4) 43.7
------- -------
Cash provided by operating activities.................. 19.1 162.5
------- -------
Investing activities:
Capital expenditures...................................... (47.1) (153.9)
Purchase of molds and tooling............................. (7.2) (8.6)
------- -------
Cash used by investing activities...................... (54.3) (162.5)
------- -------
Financing activities:
Issuance of long-term debt................................ 420.0 --
-------
Debt acquisition costs.................................... (20.3) --
-------
Issuance of common stock.................................. 7.8 --
-------
Issuance of preferred stock............................... 70.0 --
-------
Distribution to National Semiconductor.................... (401.6) --
------- -------
Cash provided by financing activities.................. 75.9 --
------- -------
Net change in cash and cash equivalents..................... 40.7 --
-------
Cash and cash equivalents at beginning of year.............. -- --
------- -------
Cash and cash equivalents at end of year.................... $ 40.7 $ --
======= =======
</TABLE>
- -------------------------
* Net financing provided from (to) National Semiconductor does not necessarily
represent the cash flows of the Business, or the timing of such cash flows,
had it operated on a stand alone basis.
F-27
<PAGE> 153
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 16 -- SUPPLEMENTAL CASH FLOW INFORMATION -- (CONTINUED)
Cash paid for interest by the Company totaled $0.1 million for the period
from March 11, 1997 through May 25, 1997. The Business did not make any cash
payments for interest prior to March 11, 1997, as discussed in Note 2. No cash
payments were made for income taxes for any period presented above.
During the year ended May 25, 1997, the Company issued a note to National
Semiconductor in the principal amount of approximately $77.0 million as
additional purchase consideration for the capital stock of Fairchild. The
Company recorded the note as an increase to long-term debt and accumulated
deficit. For the period from March 11 through May 25, 1997, the Company
accumulated dividends on the redeemable preferred stock of approximately $1.8
million. The Company recorded the accumulated dividends as an increase to the
carrying value of the redeemable preferred stock and accumulated deficit.
NOTE 17 -- ACQUISITIONS
On December 31, 1997, Fairchild Semiconductor Corporation, a wholly-owned
subsidiary of the Company acquired all of the outstanding common stock of
Raytheon Semiconductor, Inc. ("Raytheon") for approximately $117.0 million in
cash plus transaction expenses. Raytheon, based in Mountain View, California,
designs, manufactures and markets high-performance analog and mixed signal
integrated circuits for the personal computer, communications, broadcast video
and industrial markets. The purchase price was financed through a combination of
existing cash and borrowings under the Tranche C Term Loan.
The acquisition was accounted for as a purchase as of December 31, 1997,
and the results of operations of Raytheon have been included since that date.
The purchase price exceeded the fair value of the net tangible assets by $48.4
million, of which $32.9 million was allocated to various intangible assets and
$15.5 million to in-process research and development. The in-process research
and development was expensed to operations concurrent with the acquisition.
The unaudited pro forma combined historical results, as if Raytheon had
been acquired at the beginning of Fiscal Years 1998 and 1997, respectively, are
estimated to be:
<TABLE>
<CAPTION>
1998 1997
------ ------
(IN MILLIONS)
<S> <C> <C>
Net sales................................................... $836.5 $762.6
Net income.................................................. $ 20.9 $ 11.4
</TABLE>
The pro forma results include amortization of the intangibles presented
above and interest expense on debt assumed issued to finance the purchase. The
pro forma results are not necessarily indicative of what actually would have
occurred if the acquisition had been completed as of the beginning of each of
the fiscal years presented, nor are they necessarily indicative of future
consolidated results.
NOTE 18 -- CHANGE IN ACCOUNTING PRINCIPLE
Effective in the third quarter of Fiscal Year 1998, the Company adopted the
provisions of Emerging Issues Task Force Issue 97-13 "Accounting for Business
Process Reengineering Costs." This Issue requires companies to write-off
business process reengineering costs that had been
F-28
<PAGE> 154
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 18 -- CHANGE IN ACCOUNTING PRINCIPLE -- (CONTINUED)
previously capitalized. The Company had been capitalizing such costs in
conjunction with its enterprise software implementation project. The Issue
requires companies to write-off these costs in the quarter that contains
November 20, 1997.
The cumulative effect of adoption of this Issue resulted in a charge of
$1.5 million, net of taxes of $0.8 million for the year ended May 31, 1998. Of
the pre-tax write-off, $1.6 million applies to costs incurred in Fiscal Year
1998, while $0.7 million applies to costs incurred in Fiscal Year 1997. The
charge relates specifically to costs incurred to assess the system's
capabilities in light of the Company's current business processes, which under
prior guidance was capitalizable to the cost of the software.
NOTE 19 -- SUBSEQUENT EVENT -- WORKFORCE REDUCTION
On July 20, 1998, the Company announced a restructuring of its operations,
consisting of a reduction of approximately 10% of its payroll, which will
primarily affect its operations in the United States. The Company will take a
nonrecurring charge of approximately $4.5 million, primarily for severance costs
during the first quarter of Fiscal Year 1999.
F-29
<PAGE> 155
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------------
FEBRUARY 28, MARCH 1,
1999 1998
------------ --------
(IN MILLIONS, EXCEPT PER
SHARE AMOUNTS)
<S> <C> <C>
Revenue:
Net sales -- trade........................................ $434.1 $479.1
Contract manufacturing -- National Semiconductor.......... 54.5 122.8
------ ------
Total revenue.......................................... 488.6 601.9
Operating expenses:
Cost of sales............................................. 336.2 329.4
Cost of contract manufacturing -- National
Semiconductor.......................................... 45.4 92.3
Research and development.................................. 27.9 24.7
Selling, general and administrative....................... 68.5 66.6
Purchased in-process research and development............. -- 15.5
Restructuring............................................. 7.2 --
------ ------
Total operating expenses............................... 485.2 528.5
------ ------
Operating income............................................ 3.4 73.4
Interest, net............................................... 44.7 41.1
------ ------
Income (loss) before income taxes........................... (41.3) 32.3
Provision (benefit) for income taxes........................ (4.1) 10.4
------ ------
Income (loss) before cumulative effect of change in
accounting principle...................................... (37.2) 21.9
Cumulative effect of change in accounting principle, net of
tax effect of $0.8 million................................ -- (1.5)
------ ------
Net income (loss)........................................... $(37.2) $ 20.4
====== ======
Net income (loss) applicable to common stockholders......... $(44.4) $ 13.9
====== ======
Basic earnings (loss) per common share
Income before cumulative effect of change in accounting
principle.............................................. $(0.71) $ 0.24
Cumulative effect of change in accounting principle....... -- (0.02)
------ ------
$(0.71) $ 0.22
====== ======
Diluted earnings (loss) per common share
Income before cumulative effect of change in accounting
principle.............................................. $(0.71) $ 0.23
Cumulative effect of change in accounting principle....... -- (0.02)
------ ------
$(0.71) $ 0.21
====== ======
Weighted average common shares outstanding
Basic..................................................... 62.9 62.5
====== ======
Diluted................................................... 62.9 65.0
====== ======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
F-30
<PAGE> 156
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
FEBRUARY 28,
1999
-------------
(IN MILLIONS)
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 5.4
Receivables, net.......................................... 101.5
Inventories............................................... 105.6
Other current assets...................................... 19.7
-------
Total current assets................................... 232.2
Property, plant and equipment, net.......................... 305.9
Deferred income taxes....................................... 25.3
Intangible assets, net...................................... 29.0
Other assets................................................ 31.1
-------
Total assets........................................... $ 623.5
=======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Short-term borrowings and current portion of long-term
debt................................................... $ 35.5
Accounts payable.......................................... 79.1
Accrued expenses and other current liabilities............ 56.0
-------
Total current liabilities.............................. 170.6
Long-term debt, less current portion........................ 524.5
Other liabilities........................................... 1.7
-------
Total liabilities...................................... 696.8
Redeemable preferred stock.................................. 87.7
Commitments and contingencies
Stockholders' equity (deficit):
Class A common stock...................................... 0.3
Class B common stock...................................... 0.3
Additional paid-in capital................................ 9.5
Accumulated deficit....................................... (171.1)
-------
Total stockholders' equity (deficit)................... (161.0)
-------
Total liabilities and stockholders' equity (deficit)... $ 623.5
=======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
F-31
<PAGE> 157
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------------
FEBRUARY 28, MARCH 1,
1999 1998
------------ --------
(IN MILLIONS)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................... $(37.2) $ 20.4
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
Cumulative effect of change in accounting principle.... -- 1.5
Depreciation and amortization.......................... 72.1 62.5
Restructing charges, net of cash expended.............. 3.3 --
Non-cash interest expense.............................. 7.8 7.3
Purchased in-process research and development.......... -- 15.5
Loss on disposal of property, plant and equipment...... 0.2 0.7
Deferred income taxes.................................. (4.0) (0.8)
Changes in operating assets and liabilities, net:
Accounts receivable.................................... (26.5) 6.9
Inventories............................................ 2.4 (12.9)
Prepaid expenses and other current assets.............. 0.4 2.5
Current liabilities.................................... 3.2 5.0
Other assets and liabilities........................... (1.7) 0.1
------ -------
Cash provided by operating activities................ 20.0 108.7
------ -------
Cash flows from investing activities:
Capital expenditures................................... (31.5) (49.3)
Proceeds from sale of property, plant and equipment.... 1.0 --
Purchase of molds and tooling.......................... (2.9) (4.2)
Purchase of Raytheon Semiconductor, Inc., net of cash
acquired.............................................. -- (116.8)
------ -------
Cash used in investing activities...................... (33.4) (170.3)
------ -------
Cash flows from financing activities:
Proceeds from revolving credit facility, net........... 21.6 --
Issuance of long-term debt............................. -- 90.0
Repayment of long-term debt............................ (9.3) (55.6)
Debt issuance costs.................................... -- (1.1)
------ -------
Cash provided by financing activities.................. 12.3 33.3
------ -------
Net change in cash and cash equivalents..................... (1.1) (28.3)
Cash and cash equivalents at beginning of period............ 6.5 40.7
------ -------
Cash and cash equivalents at end of period.................. $ 5.4 $ 12.4
====== =======
Supplemental cash flow information:
Cash paid for:
Income taxes........................................... $ 2.1 $ 8.3
====== =======
Interest............................................... $ 27.9 $ 24.5
====== =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
F-32
<PAGE> 158
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- BASIS OF PRESENTATION
The Condensed Consolidated Balance Sheet of FSC Semiconductor Corporation
(the "Company") as of February 28, 1999, the Condensed Consolidated Statements
of Operations for the nine-month periods ended February 28, 1999 and March 1,
1998 and the Condensed Consolidated Statements of Cash Flows for the nine-month
periods ended February 28, 1999 and March 1, 1998 were prepared by the Company.
In the opinion of management, the accompanying condensed consolidated financial
statements contain all adjustments (consisting of only normal recurring items)
necessary to present fairly the financial position and results of operations of
the Company. Interim results of operations are not necessarily indicative of the
results to be expected for the full year. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto for the fiscal year ended May 31, 1998, included
elsewhere in this Prospectus.
Certain prior period amounts have been reclassified to conform to their
current presentation.
NOTE 2 -- INVENTORIES
The components of inventories are as follows:
<TABLE>
<CAPTION>
FEBRUARY 28,
1999
-------------
(IN MILLIONS)
<S> <C>
Raw materials............................................... $ 8.6
Work in process............................................. 75.3
Finished goods.............................................. 21.7
------
Total inventories...................................... $105.6
======
</TABLE>
NOTE 3 -- RESTRUCTURING CHARGES
In the first quarter of fiscal 1999, in connection with management's plan
to reduce costs and improve operating efficiencies, the Company recorded a
pre-tax restructuring charge of approximately $4.5 million. The restructuring
charge consisted of $0.8 million related to non-cash asset impairments and $3.7
million of employee separation costs. The asset impairments relate to idle
production equipment in the Company's Mountain View, California and West Jordan,
Utah facilities, which primarily serve the Company's Analog and Discrete product
groups, respectively. The charge for employee separation arrangements provided
for the termination and other severance costs associated with the approximately
600 salaried, hourly and temporary employees severed as a result of this action,
a reduction of approximately 10% of the Company's payroll. The affected
employees, who work in production, engineering, sales and marketing and
administration, are located in the United States and Cebu, Philippines.
In the third quarter of fiscal 1999, the Company recorded a pre-tax
restructuring charge of approximately $2.7 million related to the transfer of
all assembly and test work performed at its Mountain View, California facility
to its Penang, Malaysia facility. The charge consisted of $1.9 million of
non-cash asset write-offs and $0.8 million primarily for severance and other
benefits for 54
F-33
<PAGE> 159
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
NOTE 3 -- RESTRUCTURING CHARGES -- (CONTINUED)
employees terminated as a result of the transfer. The asset write-offs consist
of production equipment that will be idled as a result of the action.
NOTE 4 -- SUBSEQUENT EVENT -- FACILITY CLOSURE
On March 31, 1999, the Company agreed to sell its Mountain View, California
facility for approximately $35.0 million. The sale price is subject to (i) a
$1.0 million deposit, which is nonrefundable if the sale of the property is not
consummated by April 19, 1999 for reasons other than a title defect; (ii) a $3.5
million holdback which will be paid to the Company unless the city council
rejects the buyer's application to increase its building density from 35% to
50%; and (iii) a $0.5 million deposit which will be placed into an escrow
account and will be released to the Company upon the demolition of the existing
structures on the property. At closing, the Company received approximately $30.7
million (excluding the $0.5 million in escrow) after deducting closing costs,
contingency holdbacks, commissions and other fees and expenses.
In connection with the sale of the Mountain View facility, on April 2, 1999
the Company announced a transfer of all wafer production to its South Portland,
Maine facility. The transfer is expected to be complete by the end of the 1999
calendar year. Net of a gain on the sale of land and building of approximately
$1.6 million, the Company will record a one-time charge for severance, equipment
disposals and other costs related to the closing of the Mountain View facility
of approximately $11.9 million in the fourth quarter of fiscal 1999.
NOTE 5 -- SUBSEQUENT EVENT -- ACQUISITION
On April 13, 1999, the Company completed its acquisition of the Power
Device Business of Samsung Electronics Co., Ltd., for approximately $406.8
million, net of certain purchase price adjustments. The purchase includes
substantially all of the worldwide business and assets of the Power Device
Business, comprising high volume wafer fabs in Bucheon, South Korea, design and
development personnel in Bucheon, and secured services for high volume assembly
and test operations for the Power Device Business, and worldwide sales and
marketing personnel. The transaction will be accounted for as a purchase.
On April 13, 1999 the Company refinanced all of its existing senior credit
facilities with the proceeds from new senior term facilities of $310.0 million.
The excess proceeds, together with the net proceeds from the Company's $300.0
million senior subordinated notes issued on April 7, 1999 and a $50.0 million
subordinated PIK note from Citicorp Mezzanine Partners, L.P., were used to
finance the purchase price and related fees and expenses of the acquisition.
F-34
<PAGE> 160
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Samsung Electronics Co., Ltd.
In our opinion, the accompanying statements of net assets (liabilities) and
the related statements of operations and comprehensive income (loss) and cash
flows present fairly, in all material respects, the financial position of the
Power Device Business of Samsung Electronics Co., Ltd. (the "Business") at
December 31, 1997 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1998 in conformity
with accounting principles generally accepted in the United States. These
financial statements are the responsibility of the Business' management, our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
As discussed in Note 11 to the financial statements, the operations of the
Business, and those of similar companies in the Republic of Korea, have been
significantly affected, and will continue to be affected for the foreseeable
future, by the country's unstable economy caused in part by the currency
volatility in the Asia Pacific region.
The Business is an operating unit of Samsung Electronics Co., Ltd. and, as
discussed in Notes 3, 7 and 15, has engaged in various transactions with Samsung
Electronics Co., Ltd.
Samil Accounting Corporation
Seoul, Korea
February 24, 1999
F-35
<PAGE> 161
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
STATEMENTS OF NET ASSETS (LIABILITIES)
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
----------------------------
1997 1998
---------- ----------
(IN THOUSANDS OF US DOLLARS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 18 $ 37
Trade accounts and notes receivable, net.................. 28,445 26,605
Inventories............................................... 50,469 43,977
Deferred tax assets....................................... 909 1,184
Prepaid expenses and other current assets................. 2,317 3,750
-------- --------
Total current assets................................... 82,158 75,553
Advances to employees....................................... 5,398 2,632
Property, plant and equipment, net.......................... 93,166 90,955
Deposit for deferred employee compensation.................. 6,272 --
Intangible assets, net...................................... 1,182 887
Other assets................................................ 419 262
-------- --------
Total assets........................................... 188,595 170,289
-------- --------
LIABILITIES
Current liabilities:
Corporate borrowings...................................... 9,750 12,641
Current portion of capital lease obligation............... 12,706 8,086
Trade accounts and notes payable.......................... 11,086 13,729
Income taxes payable to Samsung........................... 6,394 12,947
Accrued expenses and other accounts payable............... 6,621 70,594
-------- --------
Total current liabilities.............................. 46,557 117,997
Corporate borrowings........................................ 92,032 46,065
Capital lease obligation.................................... 15,151 9,667
Deferred employee compensation.............................. 13,004 6,471
Deferred tax liabilities.................................... 3,173 1,914
-------- --------
Total liabilities...................................... 169,917 182,114
-------- --------
Commitments and contingencies
NET ASSETS (LIABILITIES)
Business equity............................................. 37,301 272
Accumulated other comprehensive loss --
Cumulative translation adjustments........................ (18,623) (12,097)
-------- --------
Total net assets (liabilities)......................... $ 18,678 $(11,825)
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-36
<PAGE> 162
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
-------- -------- --------
(IN THOUSANDS OF US DOLLARS)
<S> <C> <C> <C>
Revenues:
Net sales............................................ $418,047 $440,700 $369,899
Contract manufacturing -- Samsung Electronics........ 53,735 37,428 16,620
-------- -------- --------
Total revenue........................................ 471,782 478,128 386,519
-------- -------- --------
Operating expenses:
Cost of sales........................................ 361,624 309,712 232,562
Cost of contract manufacturing -- Samsung
Electronics....................................... 53,735 37,428 16,620
Research and development............................. 18,579 19,205 15,224
Selling, general and administrative.................. 28,950 34,280 33,812
Litigation settlement................................ -- -- 58,000
-------- -------- --------
Total operating expenses.......................... 462,888 400,625 356,218
-------- -------- --------
Operating income....................................... 8,894 77,503 30,301
Interest expense, net.................................. 10,384 10,076 4,205
Foreign currency losses, net........................... 497 5,933 923
-------- -------- --------
Income (loss) before income taxes...................... (1,987) 61,494 25,173
Income tax benefit (provision)......................... 4,754 (18,549) (9,519)
-------- -------- --------
Net income............................................. 2,767 42,945 15,654
-------- -------- --------
Other comprehensive income (loss):
Net foreign currency translation adjustments...... (4,837) (14,491) 6,526
-------- -------- --------
Comprehensive income (loss)............................ $ (2,070) $ 28,454 $ 22,180
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-37
<PAGE> 163
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------
1996 1997 1998
--------- --------- ---------
(IN THOUSANDS OF US DOLLARS)
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net income................................................ $ 2,767 $ 42,945 $ 15,654
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................... 48,965 38,792 22,289
Provision for (recovery of) doubtful accounts........... (6) 93 7
Provision for (reversal of) inventory reserve........... (216) (3,713) 1,016
Accrual for litigation settlement....................... -- -- 58,000
Loss on disposition of property, plant and equipment.... 1,545 423 498
Deferred employee compensation.......................... 1,407 (8,623) 3,745
Deferred income taxes................................... (4,365) 8,648 (1,534)
Changes in operating assets and liabilities:
Trade accounts and notes receivable..................... 3,283 (28,329) 5,817
Inventories............................................. 13,092 (3,166) 12,617
Prepaid expenses and other current assets............... 2,629 720 (894)
Advances to employees................................... (1,208) 1,702 3,188
Deposit for deferred employee compensation.............. (1,036) 4,057 6,345
Other assets............................................ 1,463 516 198
Trade accounts and notes payable........................ (2,942) 1,008 638
Income taxes payable to Samsung......................... (4,966) 6,394 6,553
Accrued expenses and other accounts payable............. (12,388) 19,152 4,232
Payment of deferred employee compensation............... (8,642) (6,299) (10,278)
--------- --------- ---------
Net cash provided by operating activities............... 39,382 74,320 128,091
--------- --------- ---------
Cash Flows From Investing Activities:
Acquisition of property, plant and equipment............ (118,005) (10,259) (7,671)
Proceeds from sale of property, plant and equipment..... 30,644 10,593 2,297
Acquisition of intangible assets........................ (1,134) (454) (319)
--------- --------- ---------
Net cash used in investing activities................... (88,495) (120) (5,693)
--------- --------- ---------
Cash Flows from Financing Activities:
Corporate borrowing, net................................ 54,223 (75,678) (43,076)
Capital lease payment................................... (9,335) (23,819) (11,046)
Net capital distribution................................ (16,867) (57,593) (52,683)
--------- --------- ---------
Net cash provided by (used in) financing activities..... 28,021 (157,090) (106,805)
--------- --------- ---------
Effect of exchange rate changes on cash and cash
equivalents............................................... 21,092 82,907 (15,574)
--------- --------- ---------
Net increase in cash and cash equivalents................... -- 17 19
Cash and cash equivalents, beginning of period.............. 1 1 18
--------- --------- ---------
Cash and cash equivalents, end of period.................... $ 1 $ 18 $ 37
========= ========= =========
Supplemental disclosure of cash flows information:
Interest paid........................................... $ 396 $ 252 $ 9
========= ========= =========
Machinery and equipment acquired under capital lease.... $ 103 $ 673 $ 942
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-38
<PAGE> 164
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS AND BASIS OF PRESENTATION:
BUSINESS
The Power Device Business (the "Business") was established in 1985 as an
operating unit of Samsung Electronics Co., Ltd. ("Samsung"). The Business is not
a distinct legal entity. The Business designs, develops and manufactures
discrete and standard analog semiconductors. These products are used in major
market worldwide sectors including computers, computer peripherals, office
equipment, consumer electronics, lighting, communications, and industrial
equipment. The Business is located in Bucheon, the Republic of Korea ("Korea")
and shares the Samsung Bucheon factory with Samsung's Multimedia Business.
On December 20, 1998, Samsung entered into a Business Transfer Agreement
(the "Agreement") with Fairchild Semiconductor Corporation ("Fairchild"). Under
terms of the Agreement, Fairchild shall purchase substantially all of the assets
including allocated notes receivable and prepaid expenses and assume certain
liabilities of the Business in exchange for $455,000 thousand in cash, subject
to certain conditions and adjustments. In conjunction with the transfer of the
Business, Samsung intends to pay an employee bonus to the employees staying with
the Business to the closing date.
BASIS OF PRESENTATION
The Securities and Exchange Commission, in Staff Accounting Bulletin Number
55, requires that historical financial statements of a subsidiary, division, or
lesser business component of another entity include certain expenses incurred by
the parent on its behalf. These expenses generally include, but are not limited
to, officer and employee salaries, rent, depreciation, advertising, accounting
and legal services, other selling, general and administrative expenses and other
such expenses. These financial statements include such expenses and services.
These financial statements present the assets, liabilities, results of
operations and cash flows of the Business. Because the Business did not
previously prepare separate financial statements, these financial statements
were derived by extracting the assets, liabilities and results of operations of
the Business from the corresponding Samsung accounts. As a result, the carved
out financial statements contain allocations of certain Samsung assets,
liabilities, revenues and expenses attributable to the Business deemed
reasonable by management to present the Business on a stand-alone basis.
Although the Business' management is unable to estimate the actual benefits
which would have been realized and costs which would have been incurred had the
respective transactions been executed with independent third parties, the
allocation methodologies described below and within the respective notes to
financial statements, where appropriate, are considered reasonable by
management. The financial position and results of operations of the Business
may, however, differ from the results which may have been achieved had the
Business operated as an independent legal entity. Additionally, future expenses
incurred as an independent entity may not be comparable to the historical
levels.
The carved out financial statements are presented in accordance with
generally accepted accounting principles of the United States.
F-39
<PAGE> 165
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The significant accounting policies followed by the Business in the
preparation of its financial statements are summarized below.
RELATED PARTY ACTIVITY AND ALLOCATIONS
The financial statements reflect the assets, liabilities, revenue and
expenses that were directly related to the Business as it operated within
Samsung. In cases involving assets and liabilities not specifically identifiable
to any particular facility, a portion of such items were allocated to the
Business based on assumptions that management considers reasonable in the
circumstances.
Samsung uses a centralized approach to cash management and the financing of
its operations. These systems did not track cash balances, notes receivable
balances and bank borrowings on a business specific basis. Accordingly, notes
receivable and debt not specifically identifiable to the operations of any
particular facility were allocated annually to the Business based on the
customer sales ratio and fixed asset ratio of the Business, respectively, as a
percentage of Samsung for each respective period. Interest expense on allocated
debt was determined by applying the average interest rates of Samsung during the
respective periods. Management believes the debt allocation basis is reasonable
as the Business operates in a highly capital intensive industry and capital
expenditures are financed through bank borrowings.
Manufacturing costs were generally apportioned between the Business and
Samsung's other product lines based upon actual factory production loading.
Certain manufacturing costs (e.g., material costs) that were specifically
identifiable with a particular product line were charged directly.
Other operating units of Samsung also performed manufacturing services for
the Business and incurred other elements of cost of sales on behalf of the
Business, including freight, duty, warehousing, and purchased manufacturing
services from third party vendors. Costs of these services are specifically
identified as they relate to the Business. Also, the Business has performed
contract manufacturing related to wafer foundry services for Samsung. The
revenues for these services are reflected at cost in the accompanying statements
of operations. These costs include manufacturing costs incurred within the
Samsung Bucheon factory and do not include cost of raw materials and/or
processing costs incurred outside of the Samsung Bucheon factory.
Shared or common costs, including certain general and administrative, sales
and marketing, and research and development expenses, have been allocated from
Samsung's corporate office, selling and marketing locations, and manufacturing
sites to the Business on a basis which is considered by management to reasonably
reflect the utilization of such services by the operating unit receiving the
charge. These allocations were based on sales revenues, the number of employees
and working hours. Research and development (R&D) expenses represent the actual
costs incurred by the Bucheon factory plus R&D expenses specifically incurred by
Samsung on behalf of the Business.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
revenues and expenses in the financial statements and accompanying notes.
Significant estimates made by management include those related to the useful
lives of property, plant and equipment, allowances for doubtful accounts and
customer returns, inventory realizability,
F-40
<PAGE> 166
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
contingent liabilities and allocated expenses. Actual results could differ from
those estimates, and such differences may be material to the financial
statements.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand and cash in bank accounts,
with original maturities of three months or less.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Business provides an allowance for doubtful accounts and notes
receivable to reduce such receivables to their probable estimated collectable
amounts.
INVENTORIES
Inventories are stated at the lower of cost or market, using the weighted
average method, except for materials in-transit, for which cost is determined
using the specific identification method.
INTANGIBLE ASSETS
Intangible assets, principally patent rights, are stated at cost and
amortized on a straight-line basis over their estimated useful lives of 10 years
which does not exceed the patent period.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost less accumulated
depreciation. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets as set forth below:
<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIVES
-------------
<S> <C>
Buildings................................................... 15 - 40 years
Building related structures................................. 7 - 40 years
Machinery and equipment..................................... 5 years
Tools....................................................... 5 years
Furniture and fixtures...................................... 5 years
Vehicles.................................................... 5 years
</TABLE>
Assets under capital leases and leasehold improvements are amortized over
the shorter of the asset life or the remaining lease term. Amortization of
assets under capital leases is included within depreciation expense.
Upon retirement or other disposal of fixed assets, the costs and related
accumulated depreciation or amortization are eliminated from the accounts, and
any resulting gain or loss is reflected in income for the period. Routine
maintenance and repairs are charged to expense as incurred. Expenditures which
enhance the value or significantly extend the useful lives of the related assets
are capitalized.
F-41
<PAGE> 167
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
IMPAIRMENT OF LONG-LIVED ASSETS
Effective January 1, 1996, the Business adopted Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets To Be Disposed Of". In accordance
with this standard, management periodically evaluates the carrying value of
long-lived assets to be held and used, when events and circumstances warrant
such a review. The carrying value of long-lived assets is considered impaired
when the anticipated undiscounted cash flows is separately identifiable and is
less than the carrying value of the assets. In that event, a loss is recognized
based on the amount by which the carrying value exceeds the fair market value of
the long-lived assets.
Fair market value is determined primarily using the anticipated cash flows
discounted at a rate commensurate with the risk involved. The adoption of this
new accounting standard did not have a material effect on the Business'
operating results or financial position.
WARRANTIES
The Business' products are generally warranted for up to one year from
customer receipt. Estimated future costs of repair, replacement, or customer
accommodations are reflected in income for the period of the related sales.
RECOGNITION OF REVENUES
Revenues from the sale of products are recognized on the transfer of
ownership upon shipment. The Business provides a reserve for product returns
from all customers at the time revenue is recognized. Contract manufacturing
revenues are recognized based on completion of respective stages of production,
defined as wafer fabrication and electronic die sorting.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are expensed as incurred.
The Business receives, under the terms of specific legislation, research
and development grants for projects selected by the government. Such grants,
collectively insignificant, are recorded as liabilities since the grant monies
must be repaid upon conclusion of the project.
INCOME TAXES
The Business is not a separate taxable entity for Korean or international
tax purposes and has not filed separate income tax returns, but rather was
included in the income tax returns filed by Samsung. Accordingly, income tax
expense in the carved out financial statements has been calculated as if filed
on a separate tax return basis. The Business accounts for income taxes in
accordance with SFAS No. 109, "Accounting for Income Taxes." SFAS 109 requires
an asset and liability approach for financial accounting and reporting for
income tax purposes. Under the asset and liability method, deferred income taxes
are recognized for temporary differences, net operating loss carryforwards and
credits by applying enacted statutory tax rates applicable to future years.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
F-42
<PAGE> 168
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
Investment R&D tax credits are accounted for by the flow-through method
whereby they reduce income taxes in the period the assets giving rise to such
credits are placed in service. To the extent such credits are not currently
utilized, deferred tax assets, subject to considerations about the need for a
valuation allowance, are recognized for the carryforward account.
DEFERRED EMPLOYEE COMPENSATION
In accordance with statutory regulations in Korea, employees and directors
with one year or more of service are entitled to receive a lump-sum payment upon
termination of their employment with the Business, based on years of service and
rate of pay at the time of termination. The accrual for deferred compensation
approximates the amount required if all employees were to terminate employment
at the balance sheet date.
The annual provision for deferred compensation charged to operations is
calculated based on the net change in the deferred compensation amount, assuming
the termination of all eligible employees and directors as of the beginning and
end of the period, plus the actual payments made during the period.
Under the National Pension Fund Law of Korea, the Business is required to
pay a certain percentage of employee retirement benefits to the National Pension
Fund in exchange for a reduction in their severance pay. Contributed amounts
shall be refunded from the National Pension Plan to employees on their
retirement. This amount has been offset against deferred compensation except for
the portion related to employees with less than one year of service which is
included in current assets.
Deferred employee compensation is partially funded through a group
severance insurance plan with Samsung Life Insurance Co., Ltd., an affiliate of
Samsung. The amounts deposited under this insurance plan are classified as
noncurrent assets and may only be withdrawn for the actual payment of deferred
compensation.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities denominated in currencies other than the Korean won
have been translated at the rate of exchange on the balance sheet date. Gains
and losses resulting from the translation are reflected in income for the
period.
The Business' functional currency is the Korean won, the primary currency
in which business is conducted, and its official accounting records are
maintained in Korean won. The accompanying financial statements are reported in
US dollars pursuant to SFAS No. 52, "Foreign Currency Translation." Assets and
liabilities are translated at the exchange rate as of the balance sheet date.
All revenue and expense accounts are translated at a weighted-average exchange
rate in effect during the respective period.
Resulting translation adjustments are recorded in a separate component of
net assets entitled "Cumulative Translation Adjustment." All amounts in these
financial statements have been presented in thousands of US dollars, unless
otherwise stated.
F-43
<PAGE> 169
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
The exchange rates used to translate the financial statements are as
follows:
<TABLE>
<CAPTION>
EXCHANGE RATES USED
-------------------------------------
BALANCE SHEET REVENUE AND EXPENSE
ACCOUNTS ACCOUNTS
-------------- -------------------
<S> <C> <C>
1996................................................ US$1 = 844.20 US$1 = 804.78
1997................................................ US$1 = 1415.20 US$1 = 951.11
1998................................................ US$1 = 1207.80 US$1 = 1398.88
</TABLE>
COMPREHENSIVE INCOME
Effective January 1, 1996, the Business retroactively adopted SFAS No. 130,
"Reporting Comprehensive Income". SFAS 130 establishes standards for the
reporting and display of comprehensive income. The components of comprehensive
income (loss) include net income and foreign currency translation adjustments.
There is no tax effect on the foreign currency translation adjustments.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially expose the Business to a
concentration of credit risk consist primarily of cash and cash equivalents and
trade accounts and notes receivable.
The Business deposits its cash with a major Korean bank. Deposits in this
bank may exceed the amount of insurance provided on such deposits. However, the
Business is exposed to loss only to the extent of the amount of cash reflected
on its statements of net assets. The Business has not experienced losses on its
bank cash deposits.
The Business performs periodic credit evaluations of its customers'
financial condition and generally does not require collateral for domestic
customers on accounts or notes receivable. The Business maintains reserves for
potential credit losses, but historically has not experienced significant losses
related to individual customers or groups of customers in any particular
industry or geographic area. The Business derives a substantial portion of its
revenues from export sales through Samsung's foreign subsidiaries in Asia, North
America and Europe.
A substantial portion of the components necessary for the manufacture and
operation of many of the Business' products are obtained from the other
operating units of Samsung and its affiliates. The disruption or termination of
any of these sources could have a material adverse effect on the Business'
operating results and financial condition.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash and cash equivalents, trade accounts and notes
receivable, trade accounts and notes payable, and accrued expenses and other
accounts payable approximates fair value due to the short-term nature of these
instruments.
F-44
<PAGE> 170
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The provisions
of the statement require the recognition of all derivatives as either assets or
liabilities in the financial statements and the measurement of those instruments
at fair value. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and the resulting designation.
This statement is effective for fiscal years beginning after June 15, 1999. The
Business is currently not separately engaged in any derivatives or hedging
activities.
In 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use", which provides guidance
concerning recognition and measurement of costs associated with developing or
acquiring software for internal use. In 1998, the AICPA also issued Statement of
Position 98-5, "Reporting on the Costs of Start-Up Activities", which provides
guidance concerning the costs of start-up activities. For accounting purposes,
start-up activities are defined as one-time activities related to opening a new
facility, introducing a new product or service, conducting business in a new
territory or with a new class of customer, initiating a new process in an
existing facility, or commencing some new operation. Both pronouncements are
effective for financial statements of years beginning after December 15, 1998,
with earlier application encouraged. Management does not believe that adoption
of these pronouncements will have a material impact on the financial statements
of the Business.
3. TRADE ACCOUNTS AND NOTES RECEIVABLE:
Trade accounts and notes receivable consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1998
------- -------
<S> <C> <C>
Trade accounts receivable
Due from third parties.................................... $10,820 $ 9,198
Due from Samsung subsidiaries and affiliates.............. 9,173 2,338
------- -------
19,993 11,536
Trade notes receivable
Due from third parties.................................... 8,205 7,516
Due from Samsung subsidiaries and affiliates.............. 353 7,666
------- -------
8,558 15,182
Allowance for doubtful accounts............................. (106) (113)
$28,445 $26,605
======= =======
</TABLE>
At December 31, 1997 and 1998, trade accounts receivable of $17,992
thousand and $6,148 thousand, respectively, are denominated in foreign
currencies, primarily US dollars. Trade notes receivable represents amounts due
from domestic customers maturing generally within 90 to 120 days with no
interest charge.
F-45
<PAGE> 171
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
4. INVENTORIES:
Inventories consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1998
------- -------
<S> <C> <C>
Finished products........................................... $15,606 $21,482
Work-in-process............................................. 25,395 19,632
Raw materials and supplies.................................. 10,444 6,411
Materials in-transit........................................ 1,757 201
------- -------
53,202 47,726
Allowance for obsolete and excess inventory................. (2,733) (3,749)
------- -------
$50,469 $43,977
======= =======
</TABLE>
At December 31, 1998, substantially all of the Business' inventories are
insured against fire and other casualty losses.
At December 31, 1998, a portion of the Business' inventory up to a maximum
amount of $27,654 thousand is pledged as collateral for a bank loan of Samsung.
At December 31, 1998, a total of approximately $9,136 thousand of raw materials
and work-in-process inventories was held by the Business' subcontractors
including Samsung plants in Korea and China. Also, at December 31, 1998, all
finished goods inventories were held by the Samsung Onyang plant in Korea for
warehousing.
5. ADVANCES TO EMPLOYEES:
The Business provides advances to its employees primarily for the purchase
or lease of residential properties. Advances to employees are provided for
periods of up to 7 years and earn interest at a maximum annual rate not to
exceed 4%.
F-46
<PAGE> 172
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
6. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1997 1998
--------- ---------
<S> <C> <C>
Buildings................................................... $ 38,666 $ 44,948
Building related structures................................. 6,124 7,175
Machinery and equipment..................................... 165,362 190,421
Tools....................................................... 3,046 2,894
Furniture and fixtures...................................... 7,737 8,757
Vehicles.................................................... 497 466
--------- ---------
221,432 254,661
Accumulated depreciation.................................... (137,891) (172,685)
--------- ---------
83,541 81,976
Land........................................................ 8,973 8,563
Construction in progress.................................... 510 247
Machinery in transit........................................ -- 4
Other....................................................... 142 165
--------- ---------
$ 93,166 $ 90,955
========= =========
</TABLE>
At December 31, 1998, substantially all of the Business' property, plant
and equipment, other than land and certain construction in progress, are insured
against fire and other casualty losses. A substantial portion of the Business'
property, plant and equipment at December 31, 1998 is pledged as collateral for
various bank loans of Samsung.
Depreciation expense for property, plant and equipment was $48,812
thousand, $38,564 thousand and $21,540 thousand for the years ended December 31,
1996, 1997, and 1998, respectively.
At December 31, 1998, approximately $6,132 thousand of the Business'
manufacturing machinery and equipment was held by its subcontractors, primarily
in Korea.
Property, plant and equipment under capital leases, which include primarily
machinery and equipment, are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1997 1998
-------- --------
<S> <C> <C>
Cost........................................................ $ 40,114 $ 40,325
Accumulated amortization.................................... (30,387) (33,658)
-------- --------
$ 9,727 $ 6,667
======== ========
</TABLE>
Amortization expense for assets under capital leases for the years ended
December 31, 1996, 1997 and 1998 is $15,026 thousand, $9,350 thousand and $4,002
thousand, respectively.
F-47
<PAGE> 173
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
7. TRADE ACCOUNTS AND NOTES PAYABLE:
Trade accounts and notes payable consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1998
------- -------
<S> <C> <C>
Trade accounts payable
Due to third parties...................................... $ 9,091 $11,035
Due to Samsung subsidiary and affiliates.................. 1,283 2,203
------- -------
10,374 13,238
Trade notes payable
Due to third parties...................................... 712 409
Due to Samsung subsidiary and affiliates.................. -- 82
------- -------
712 491
------- -------
$11,086 $13,729
======= =======
</TABLE>
At December 31, 1997 and 1998, trade accounts payable of $10,204 thousand
and $12,925 thousand, respectively, are denominated in foreign currencies,
primarily US dollars.
8. CORPORATE BORROWINGS:
The Business does not undertake its own financing but has been able to
benefit from the financing obtained by Samsung. Corporate borrowings have been
allocated based on the methodology described in Note 2. The interest expense on
the allocated corporate borrowings has been calculated using average interest
rates of 6.48%, 7.30%, and 9.69% for the years ended December 31, 1996, 1997,
and 1998, respectively.
Samsung has entered into various types of short-term financing arrangements
including usance financing and bank overdrafts. The Business does not have its
own usance letter of credit but benefits from such letter of credit of Samsung
when needed. At December 31, 1998, no borrowings existed from such short-term
financing arrangements. The Business does not have any debt sharing or other
arrangements with Samsung. Consequently, corporate borrowings have been
classified as current and long-term based on the expected maturities of the
contractual obligations into which Samsung has entered.
F-48
<PAGE> 174
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
9. DEFERRED EMPLOYEE COMPENSATION:
Changes in deferred employee compensation are as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-------------------
1997 1998
------- --------
<S> <C> <C>
Beginning balance........................................... $27,926 $ 13,004
Provision................................................... (8,623) 3,745
Payments.................................................... (6,299) (10,278)
------- --------
Ending balance.............................................. $13,004 $ 6,471
======= ========
</TABLE>
During 1998, certain employees elected to take early settlement of deferred
compensation. As a result, the Business paid approximately $2,436 thousand in
cash from the deferred employee compensation balance, net of advances due from
employees of $2,751 thousand.
10. COMMITMENTS AND CONTINGENCIES:
LITIGATION
On December 30, 1998, a settlement agreement was reached resolving a patent
infringement lawsuit. Under the terms of this settlement, Samsung shall pay the
principal sum of $58,000 thousand. The litigation settlement has been accrued in
the financial statements of the Business as of December 31, 1998 and for the
year then ended.
Samsung is also alleged, in the United States, to have infringed a method
claimed by a patent owned by Northern Telecom ("NT"), in the production of its
memory devices. The patent expired in 1994 and hence NT's claim is limited to
past damages based on a reasonable royalty accrued between February 1989 and
June 1994, and prejudgment interest thereon. In September 1998, the District
Court granted Samsung's motion for summary judgment, finding the patent invalid
and dismissed the case. NT filed a motion to set aside the judgment which was
denied on December 10, 1998. Additionally, NT has brought an action against
Samsung alleging an infringement of a patent in Germany. The German patent is a
counterpart of the patent being litigated in the United States. In May 1997, the
court allowed the action but did not fix the amount of damages to be paid and
Samsung appealed against this decision. The proceedings are currently pending
and the next hearing is scheduled for March 1999. Similar to the case in the
United States, the German patent expired in 1995 and potential liability is
limited to past damages. While it is not feasible to predict or determine the
final outcome of these proceedings at the present time, management does not
believe that they will result in a materially adverse effect on the financial
position or results of operations of Samsung or the Business.
LICENSING AND SUBCONTRACT AGREEMENTS
Samsung has entered into various licensing agreements, some of which relate
to Power Device products either directly or indirectly. Royalty expense incurred
by or allocated to the Business was $636 thousand, $5,922 thousand, and $6,004
thousand for the years ended December 31, 1996, 1997, and 1998, respectively.
The allocation was made based on the relative sales value for the respective
period.
F-49
<PAGE> 175
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
10. COMMITMENTS AND CONTINGENCIES: -- (CONTINUED)
The Business has two 7-year subcontract agreements with Usha HBB (India)
Ltd. ("Usha") and Psi Technologies, Inc. ("Psi"), third party subcontractors, in
connection with assembly and test of certain products of the Business. The Usha
agreement provides for the subcontractor to provide and the Business to purchase
at least 480 million units per year at a unit price of $0.01153. And the Psi
agreement provides for the subcontractor to provide and the Business to purchase
at least 4 million units per month at a unit price of $0.0581. These unit prices
in the agreements are subject to adjustment to reflect changes in market prices.
The agreements with Usha and Psi expire in July 2001 and July 2005,
respectively.
Subject to the subcontractors' quality and performance, at December 31,
1998, the approximate future purchase commitments under these agreements are as
follows:
<TABLE>
<CAPTION>
YEAR PURCHASE COMMITMENT
---- -------------------
<S> <C>
1999.............................................. $ 8,323
2000.............................................. $ 8,323
2001.............................................. $ 6,017
2002.............................................. $ 2,789
2003.............................................. $ 2,789
2004 and thereafter............................... $ 4,416
-------
Total............................................. $32,657
=======
</TABLE>
Total payments to Usha and Psi under the agreements were $3,734 thousand,
$3,953 thousand and $5,169 thousand for the years ended December 31, 1996, 1997
and 1998, respectively.
GUARANTEE PROVIDED
In relation to the Business, Samsung has guaranteed payment of principal
and interest on a bank loan provided to Korea Microsystems, Inc., a third-party
subcontractor of the Business, up to $2,070 thousand due in April 2002.
F-50
<PAGE> 176
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
10. COMMITMENTS AND CONTINGENCIES: -- (CONTINUED)
CAPITAL LEASE
With respect to the Business, Samsung leases machinery and equipment under
capital lease arrangements. The future minimum lease payments under the capital
leases are as follows:
<TABLE>
<CAPTION>
MINIMUM
LEASE
FOR THE YEAR ENDING DECEMBER 31, PAYMENTS
- -------------------------------- --------
<S> <C>
1999........................................................ $ 8,086
2000........................................................ 6,467
2001........................................................ 3,177
2002........................................................ 1,475
Thereafter.................................................. 226
-------
Total.................................................. 19,431
Less: amount representing interest.......................... (1,678)
-------
Present value of minimum lease payments..................... 17,753
Less: current portion....................................... (8,086)
-------
Total capital lease obligation, non-current portion......... $ 9,667
=======
</TABLE>
11. UNSTABLE ECONOMIC ENVIRONMENT:
The operations of the Business, and those of similar companies in Korea,
have been affected, and may continue to be affected for the foreseeable future,
by the unstable economic conditions in Korea and the Asia Pacific region.
Specific factors that impact these companies include volatility in the value of
the Korean won and interest rates and the general deterioration of the economies
of countries in the Asia Pacific region.
12. BUSINESS EQUITY:
Business equity represents Samsung's ownership interest in the recorded net
assets (liabilities) of the Business. A summary of activity is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Beginning balance...................................... $ 66,049 $ 51,949 $ 37,301
Net income............................................. 2,767 42,945 15,654
Net capital distribution............................... (16,867) (57,593) (52,683)
-------- -------- --------
Ending balance......................................... $ 51,949 $ 37,301 $ 272
======== ======== ========
</TABLE>
F-51
<PAGE> 177
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
13. INCOME TAXES:
As discussed in Note 2, the Business did not pay income taxes directly or
file separate income tax returns. The Business incurs income tax liabilities in
Korean won and based on taxable income determined in accordance with generally
accepted accounting principles and tax laws of Korea. The tax provision
(benefit) included in these financial statements reflects current tax expense
and the impact of accounting for deferred taxes under the asset and liability
method, including the impact of foreign currency translation of such deferred
tax amounts.
The income tax provision (benefit) for 1996, 1997 and 1998 consists of the
following:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
Current................................................... -- $ 9,515 $11,178
Deferred.................................................. $(4,754) 9,034 (1,659)
------- ------- -------
Income tax provision (benefit)............................ $(4,754) $18,549 $ 9,519
======= ======= =======
</TABLE>
The deferred tax consequences of temporary differences in reporting items
for financial statement and income tax purposes are recognized, if appropriate.
Realization of the future tax benefits related to the deferred tax assets is
dependent on many factors, including the Business' ability to generate taxable
income within the period which the temporary differences reverse, the outlook of
the Korean economic environment and the overall future industry outlook.
Management has considered these factors in reaching its conclusion as to the
need for a valuation allowance for financial reporting purposes.
The Business does not have any formalized tax sharing agreement with
Samsung.
The income tax effect of temporary differences comprising the deferred tax
assets and deferred tax liabilities as of December 31, 1997 and 1998 is as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1997 1998
------- -------
<S> <C> <C>
Deferred tax assets -- current:
Inventory reserve......................................... $ 842 $ 1,154
Other..................................................... 67 30
------- -------
909 1,184
------- -------
Deferred tax assets (liabilities) -- non-current:
Provision for deferred employee compensation.............. -- 783
Excess depreciation....................................... (3,173) (2,697)
------- -------
(3,173) (1,914)
------- -------
Net deferred tax liabilities................................ $(2,264) $ (730)
======= =======
</TABLE>
F-52
<PAGE> 178
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
13. INCOME TAXES: -- (CONTINUED)
Realization of deferred tax assets is dependent upon taxable income within
carry forward periods available under the tax laws. Management has concluded
that it is "more likely than not" that the Business will realize the full
benefit of deferred tax assets.
The statutory income tax rate, including tax surcharges, applicable to the
Business for 1996, 1997 and 1998 is approximately 30.8%. The reconciliation from
income taxes calculated at the statutory tax rate to the effective income tax
amount for each of the periods is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1996 1997 1998
------- ------- ------
<S> <C> <C> <C>
Taxes at Korean statutory tax rate......................... $ (612) $18,940 $7,753
R&D tax credit............................................. (4,375) (391) (675)
Effect of tax rate change on beginning cumulative temporary
differences.............................................. 233 -- --
Effect of exchange rate changes............................ -- -- 2,441
------- ------- ------
Effective income tax amounts............................... $(4,754) $18,549 $9,519
======= ======= ======
</TABLE>
The current and deferred income tax provisions were computed on a Korean
won basis, the functional currency of the Business, and translated into US
dollars using the weighted average exchange rate. The effect of exchange rate
changes in the amount of $2,441 thousand reflects the impact of translating the
litigation settlement discussed in Note 10, using the rate at which such
transaction was recognized for financial reporting purposes.
14. OTHER COMPREHENSIVE INCOME (LOSS):
For the years ended December 31, 1996, 1997 and 1998, foreign currency
translation adjustments are the only components of other comprehensive income.
There are no related tax effects allocated to foreign currency translation
adjustments due to the fact that the Business' functional currency is Korean
won.
A summary of cumulative translation adjustments are as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1997 1998
------- -------- --------
<S> <C> <C> <C>
Cumulative translation adjustments:
Beginning balance..................................... $ 705 $ (4,132) $(18,623)
Current-period change................................. (4,837) (14,491) 6,526
------- -------- --------
Ending balance........................................ $(4,132) $(18,623) $(12,097)
======= ======== ========
</TABLE>
F-53
<PAGE> 179
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
15. RELATED PARTY TRANSACTIONS:
Related party activity between the Business and Samsung (including
subsidiaries and affiliates of Samsung) is summarized as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Product sales to other operating units of Samsung...... $ 66,834 $ 68,472 $ 56,126
Product sales to foreign sales subsidiaries of
Samsung.............................................. 144,338 150,943 86,552
Product sales to other Samsung subsidiaries and
affiliates........................................... 27,032 25,503 41,691
-------- -------- --------
Total sales....................................... $238,204 $244,918 $184,369
======== ======== ========
Manufacturing services performed by other operating
units of Samsung..................................... $ 81,151 $ 75,962 $ 49,775
Manufacturing services performed by a Chinese
subsidiary of Samsung................................ 5,149 22,086 16,352
Purchase of raw materials from Samsung affiliates...... 15,966 20,797 10,626
-------- -------- --------
Total manufacturing costs......................... $102,266 $118,845 $ 76,753
======== ======== ========
Selling, general and administrative expenses allocated
from Samsung......................................... $ 26,891 $ 27,880 $ 27,536
======== ======== ========
Sales of manufacturing equipment to other operating
units of Samsung..................................... $ 12,590 $ 6,945 $ 56
======== ======== ========
Purchase of manufacturing equipment from other
operating units of Samsung........................... $ 20,937 $ 1,088 $ 2,355
======== ======== ========
</TABLE>
16. GEOGRAPHIC INFORMATION:
The Business is engaged in one industry segment, namely the development,
manufacture and marketing of power semiconductors. Sales data, summarized by
geographic area, is as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1997 1998
-------- -------- --------
<S> <C> <C> <C>
Korea.................................................. $178,321 $171,058 $137,111
Asia................................................... 182,839 207,602 186,668
North America.......................................... 32,001 35,638 24,308
Europe................................................. 24,886 26,402 21,812
-------- -------- --------
Total............................................. $418,047 $440,700 $369,899
======== ======== ========
</TABLE>
Substantially all of the Business' assets are located in Korea.
F-54
<PAGE> 180
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholder
Raytheon Semiconductor, Inc:
We have audited the accompanying balance sheet of Raytheon Semiconductor,
Inc. (a wholly owned subsidiary of Thornwood Trust) (the Company) as of December
31, 1997, and the related statements of income, stockholder's equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Raytheon Semiconductor, Inc.
as of December 31, 1997, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
KPMG PEAT MARWICK LLP
Mountain View, California
February 27, 1998
F-55
<PAGE> 181
RAYTHEON SEMICONDUCTOR, INC.
(A WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)
<S> <C>
ASSETS
Current assets:
Cash...................................................... $ 186
Accounts receivable, net of allowances of $2,073.......... 11,414
Inventories............................................... 18,125
Prepaid expenses and other................................ 262
-------
Total current assets................................... 29,987
Property, plant, and equipment, net......................... 21,532
-------
Total assets........................................... $51,519
=======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable.......................................... $ 3,711
Accrued compensation...................................... 2,575
Accrued liabilities....................................... 1,062
-------
Total current liabilities.............................. 7,348
Commitments and contingencies
Stockholder's equity
Common stock, $0.01 par value; 2,500 authorized, issued,
and outstanding........................................ --
Additional paid-in-capital................................ 44,171
-------
Total liabilities and stockholder's equity............. $51,519
=======
</TABLE>
See accompanying notes to financial statements.
F-56
<PAGE> 182
RAYTHEON SEMICONDUCTOR, INC.
(A WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
STATEMENT OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
--------------
(IN THOUSANDS)
<S> <C>
Net sales................................................... $78,369
Cost of sales............................................... 44,815
-------
Gross profit........................................... 33,554
Operating expenses:
Research and development.................................. 12,128
Selling, general, and administrative...................... 10,064
-------
Total operating expenses............................... 22,192
-------
Operating Income....................................... 11,362
Other Expense............................................... 88
-------
Income before income taxes............................. 11,274
Provision for income tax expense............................ 4,395
-------
Net income............................................. $ 6,879
=======
</TABLE>
See accompanying notes to financial statements.
F-57
<PAGE> 183
RAYTHEON SEMICONDUCTOR, INC.
(A WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
STATEMENT OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
---------------------------------------------------------
PARENT COMMON STOCK ADDITIONAL TOTAL
COMPANY --------------- PAID-IN- STOCKHOLDERS'
INVESTMENT SHARES AMOUNT CAPITAL EQUITY
---------- ------ ------ ---------- -------------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
Balances at beginning of year........ $ 54,874 -- $-- $ -- $ 54,874
Net income........................... 6,879 -- -- -- 6,879
Net transfers to parent.............. (17,582) -- -- -- (17,582)
Incorporation of Company on December
31, 1997........................... (44,171) 2,500 -- 44,171 --
-------- ----- -- ------- --------
Balances at end of year.............. $ -- 2,500 $-- $44,171 $ 44,171
======== ===== == ======= ========
</TABLE>
See accompanying notes to financial statements.
F-58
<PAGE> 184
RAYTHEON SEMICONDUCTOR, INC.
(A WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
--------------
(IN THOUSANDS)
<S> <C>
Cash flows from operating activities:
Net income................................................ $ 6,879
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 6,397
Changes in operating assets and liabilities:
Accounts receivable.................................. (2,112)
Inventory............................................ 2,977
Prepaid expenses and other........................... (76)
Accounts payable..................................... (221)
Accrued expenses..................................... (595)
--------
Net cash provided by operating activities......... 13,249
--------
Cash flows from investing activities -- additions to
property, plant and equipment............................. (2,718)
--------
Cash flows from financing activities -- transfers to Parent
Company Investment........................................ (10,570)
--------
Net decrease in cash........................................ (39)
Cash, beginning of year..................................... 225
--------
Cash, end of year........................................... $ 186
========
Supplemental disclosure of cash flow information:
Deferred taxes transferred to Parent Company Investment per
terms of the Acquisition Agreement........................ $ 7,012
========
</TABLE>
See accompanying notes to financial statements.
F-59
<PAGE> 185
RAYTHEON SEMICONDUCTOR, INC.
(WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(1) BACKGROUND AND BASIS OF PRESENTATION
Raytheon Semiconductor Inc. (the Company) is a wholly owned subsidiary of
Thornwood Trust (Thornwood) which is a wholly owned unit of Raytheon Company
(Raytheon). The Company's Multimedia Business Unit, based in San Diego,
California, designs and manufactures digital and mixed-signal integrated
circuits (IC) for use in broadcast video, computer graphics, multimedia, imaging
and communications applications. The Analog and High Speed Communications
Business Units, both based in Mountain View, California, manufacture DC-DC
converters, voltage regulator modules and IC's used by customers in high
performance microprocessors and networking applications. The Company sells
mainly through distributors in North America, Asia, and Europe.
Fairchild Semiconductor Corporation (Fairchild) acquired all the
outstanding shares of the Company subsequent to the close of business on
December 31, 1997 (see Note 10). Prior to this transaction, the net assets of
the Company represented an operating division of Raytheon. These financial
statements report the operating results of the Company as a division of
Raytheon. As a division of Raytheon, certain costs included in the income
statement were determined on the basis of allocations from Corporate
Headquarters and represent management's best estimate of the cost that would
have been incurred had the division operated independently. As a result, the
financial statements presented may not reflect the financial position or results
of operations which would have been realized had the Company operated as a
nonaffiliated entity for the year.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to a
concentration of credit risk principally consist of trade accounts receivable.
The Company performs ongoing credit evaluations of its customers and generally
does not require collateral on accounts receivable, as the majority of the
Company's customers are large, well established companies. The Company maintains
reserves for potential credit losses, but historically has not experienced any
significant losses related to individual customers or groups of customers in any
particular industry or geographic area.
REVENUE RECOGNITION
Revenue is primarily recognized at the time product is shipped. The Company
provides for estimated returns of products sold to distributors under various
sales incentive programs and for general product returns from all customers.
Reductions of net sales revenue under these programs are recorded at the time
products are shipped.
F-60
<PAGE> 186
RAYTHEON SEMICONDUCTOR, INC.
(WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
INVENTORIES
Inventories are stated at the lower of standard cost, which approximates
actual cost, or net realizable value. Cost is determined on a first-in,
first-out basis.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are stated at cost. Depreciation is
generally provided on the double declining balance (buildings), or sum-of-years
digits method based on the following estimated useful lives:
<TABLE>
<S> <C>
Buildings................................................... 20 to 45 years
Machinery and equipment..................................... 3 to 10 years
Computer software and other assets.......................... 7 years
</TABLE>
Leasehold improvements are amortized over the lesser of the remaining term
of the lease or the estimated useful life of the improvement.
INCOME TAXES
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards of the Company. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
STOCK OPTION PLAN
The Company accounts for its stock option plan in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. As such, compensation
expense is recorded using the intrinsic value-based method. The Company adopted
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation, on January 1, 1996, which permits entities to continue
to apply the provisions of APB Opinion No. 25 and provide pro forma net income
and pro forma earnings per share disclosures for employee stock option grants
made in 1995 and future years as if the fair value-based method defined in SFAS
No. 123 had been applied. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions
of SFAS No. 123.
PARENT COMPANY INVESTMENT
As a division of Raytheon, the Company's operating cash requirements have
been met with transfers from Raytheon as required. Cash balances of the Company
not required for operations have been transferred to Raytheon, and all cash
receipts and disbursements and intercompany charges
F-61
<PAGE> 187
RAYTHEON SEMICONDUCTOR, INC.
(WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
related to the Company's operations have been credited to or charged against
Parent Company Investment.
(3) CORPORATE ALLOCATIONS
The accompanying statement of income includes charges allocated by Raytheon
representing the Company's share of certain costs incurred by Raytheon in
support of the Company's operations. Services provided by Raytheon in 1997 were
primarily financial, legal and administrative in nature. Costs have been
allocated to the Company based on the proportion of Raytheon expenses
represented by Company expenses. Management has reviewed the allocations made by
Raytheon and believes them to be reasonable. In all cases, the corporate charges
assessed approximate the amounts which would have been incurred by the Company
if it had operated on a standalone basis during the year.
The total amounts allocated to the Company for the year ended December 31,
1997 and included in the statement of income are as follows (in thousands):
<TABLE>
<S> <C>
Cost of sales............................................... $3,647
Research and development.................................... 1,059
Selling, general and administrative......................... 1,715
------
$6,421
======
</TABLE>
Additionally, in 1997, substantially all employees of the Company
participated in the defined benefit pension plans of Raytheon. Under the plans,
benefits are generally based on years of service and the employee's compensation
during the years before retirement. Total expense allocated to the Company for
1997 was $572.
Subject to certain age and service requirements, substantially all
employees of the Company in 1997 were eligible to participate in Raytheon's
defined contribution plans. Employees participating in the Raytheon Savings and
Investment Plan could contribute up to 17% of their pay subject to prescribed
Internal Revenue Code ("IRC") limits. Raytheon matched 50% of the employees'
contributions, up to a maximum of 3% of each participating individual's
compensation. Total expense charged to the Company for this plan in 1997 was
$458. For employees participating in the Raytheon Employee Stock Ownership Plan,
the Company's annual contribution was approximately one half of one percent of
salary, as limited by the IRC. Total expense charged to the Company for this
plan in 1997 was $105.
Raytheon allocated charges for the employee benefit plans based primarily
on headcount and eligible payroll. Management has reviewed the allocations made
by Raytheon in respect of employee benefit plans and believes them to be
reasonable.
Subject to the Acquisition Agreement with Fairchild, substantial changes to
the Company's pension and benefit plans are expected for 1998. See Note 10.
F-62
<PAGE> 188
RAYTHEON SEMICONDUCTOR, INC.
(WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(4) INVENTORIES
Inventories as of December 31, 1997, consisted of the following (in
thousands):
<TABLE>
<S> <C>
Finished goods.............................................. $ 6,012
Work in process............................................. 10,419
Raw materials............................................... 1,694
-------
$18,125
=======
</TABLE>
(5) PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment as of December 31, 1997, consisted of the
following (in thousands):
<TABLE>
<S> <C>
Land........................................................ $ 616
Buildings and leasehold improvements........................ 22,802
Machinery and equipment..................................... 61,159
Computer software........................................... 2,898
Construction in progress.................................... 427
-------
87,902
Less accumulated depreciation and amortization.............. 66,370
-------
Property, plant, and equipment, net......................... $21,532
=======
</TABLE>
(6) FEDERAL INCOME TAXES
The provision for income taxes for the year ended December 31, 1997, was
(in thousands):
<TABLE>
<S> <C>
Current income tax expense:
Federal................................................... $2,299
State..................................................... 473
------
2,772
------
Deferred income tax expense:
Federal................................................... 1,247
State..................................................... 376
------
1,623
Total tax expense................................. $4,395
======
</TABLE>
F-63
<PAGE> 189
RAYTHEON SEMICONDUCTOR, INC.
(WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(6) FEDERAL INCOME TAXES -- (CONTINUED)
The provision for income taxes for 1997 differs from the U.S. statutory
rate due to the following (in thousands):
<TABLE>
<S> <C>
Computed expected tax expense............................... $3,833
State income tax, net of federal tax benefit................ 562
------
$4,395
======
</TABLE>
Current income tax expense is included as a transfer to Raytheon in the
Parent Company Investment account. The sources and tax effects of temporary
differences which give rise to deferred income tax balances are as follows (in
thousands):
<TABLE>
<S> <C>
Current deferred tax assets:
Inventory reserves........................................ $2,196
Accounts receivables allowances........................... 829
Accrued expenses.......................................... 801
------
3,826
Noncurrent deferred tax assets:
Depreciation and amortization............................. 1,568
------
$5,394
======
</TABLE>
Under the terms of the Acquisition Agreement with Fairchild, the deferred
tax assets will not be transferred to Fairchild and accordingly are included as
a transfer to Raytheon as of December 31, 1997. See Note 10.
(7) EMPLOYEE STOCK PLANS
STOCK BASED COMPENSATION
The Company's employees participate in the Raytheon Stock Option Plan (the
Plan) which provides for the grant of incentive stock options and nonqualified
stock options to employees, directors and consultants of the Company at the fair
market value of Raytheon's common stock on the date of grant.
The vesting and exercise provisions of the option grants under the Plan are
determined by the Board of Directors. Options generally vest ratably over a
four-year period commencing from the date of grant, subject to one year of
employment and generally expire in 10 years from the date of grant.
The Company has elected to use the intrinsic value-based method to account
for all of its stock-based employee compensation plans. Accordingly, no
compensation cost has been recognized for its stock options in the accompanying
financial statements because the fair value of the underlying common stock
equals the exercise price of the stock options at the date of grant. Pursuant to
SFAS No. 123, Accounting for Stock Based Compensation, the Company is required
to disclose the pro forma effects on the net income of the Company as if the
Company had elected to use the fair value approach to account for its
stock-based employee compensation plan.
F-64
<PAGE> 190
RAYTHEON SEMICONDUCTOR, INC.
(WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(7) EMPLOYEE STOCK PLANS -- (CONTINUED)
Had compensation cost for the Company's plans been determined consistent
with the fair value approach under SFAS No. 123, the Company's 1997 net income
would have been $6,476.
The fair value of each option is estimated using a Black-Scholes option
pricing model with the following weighted average assumptions: risk-free
interest rate of 6.5%, an expected life of 5 years, and volatility of 24%. No
dividend impact was considered as Raytheon has never declared, and does not have
plans to declare, any future dividends. No option or equity instruments were
issued to nonemployees.
The following table summarizes activity under the plan as of December 31,
1997:
<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE
EXERCISE
SHARES PRICE
------ ---------
<S> <C> <C>
Outstanding at beginning of year............................ 67,320 $39.25
Options granted............................................. 32,500 51.13
Options exercised........................................... (8,900) 31.02
Options canceled............................................ -- --
------
Outstanding at end of year.................................. 90,920 44.30
======
Options vested at year-end.................................. 58,420 $40.60
======
Weighted-average fair value of options granted during the
year...................................................... $13.98
</TABLE>
F-65
<PAGE> 191
RAYTHEON SEMICONDUCTOR, INC.
(WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(7) EMPLOYEE STOCK PLANS -- (CONTINUED)
The following table summarizes information about stock options outstanding
as of December 31, 1997:
<TABLE>
<CAPTION>
OUTSTANDING EXERCISABLE
- -------------------------------------- -----------
WEIGHTED-
AVERAGE
EXERCISE OPTIONS REMAINING OPTIONS
PRICE OUTSTANDING LIFE IN YEARS EXERCISABLE
- -------- ----------- ------------- -----------
<S> <C> <C> <C>
1$6.95.. 2,000 1.96 years 2,000
21.80 1,000 4.06 1,000
31.91 2,020 5.65 2,020
31.47 5,000 5.73 5,000
32.53 10,000 6.48 10,000
32.88 3,000 6.65 3,000
39.03 14,000 7.49 14,000
52.56 20,400 8.44 20,400
51.75 1,000 8.66 1,000
47.13 4,000 9.15 --
51.69 28,500 9.50 --
------ ------
44.30 90,920 58,420
====== ====== ======
</TABLE>
Pursuant to the Acquisition Agreement with Fairchild (see Note 10), all
unvested outstanding options at December 31, 1997 are canceled.
(8) COMMITMENTS AND CONTINGENCIES
At December 31, 1997, the Company had commitments under long-term operating
leases requiring approximate annual rentals as follows (in thousands):
<TABLE>
<S> <C>
1998........................................................ $ 812
1999........................................................ 844
2000........................................................ 439
2001........................................................ --
2002........................................................ --
Thereafter.................................................. --
------
$2,095
======
</TABLE>
Rental expense for 1997 amounted to $533.
The Company's Mountain View facility is located on a contaminated site
under the Comprehensive Environmental Liability Act (the "Act"). During the year
the Company paid $2,164
F-66
<PAGE> 192
RAYTHEON SEMICONDUCTOR, INC.
(WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(8) COMMITMENTS AND CONTINGENCIES -- (CONTINUED)
for remediation costs which were reimbursed by Raytheon. Under the terms of the
Acquisition Agreement executed on December 31, 1997(see Note 10), future
responsibility for these costs will be assumed by Raytheon. All other
environmental costs are immaterial to the Company and have been expensed as
incurred.
The Company is subject to various claims and legal proceedings in the
normal course of business. None of the claims or potential claims outstanding at
December 31, 1997 are anticipated to have a material impact on the financial
position, cash flows, or results of operations of the Company after taking into
consideration provisions already recorded.
(9) RELATED PARTY TRANSACTIONS, AND GEOGRAPHIC INFORMATION
In 1997, the Company had $2,134 of net sales to affiliate companies of
Raytheon; the related cost of sales amounted to $1,126. There were no other
transactions with affiliate companies of Raytheon during 1997.
The Company's export sales for the year ended December 31, 1997 was $24,810
principally to customers Europe and Asia.
(10) SUBSEQUENT EVENT
As discussed in Note 1, prior to the formation of the Company on December
31, 1997, the Company operated as a division of Raytheon. On December 31, 1997,
the Company was incorporated as a wholly-owned subsidiary of Thornwood Trust
(Thornwood), a Massachusetts Business Trust and wholly-owned unit of Raytheon.
Subsequent to the close of business on December 31, 1997, Fairchild
acquired 100% of the outstanding shares of common stock of the Company from
Thornwood for approximately $117 million. Upon closing of the acquisition, the
Company became a business unit of Fairchild.
Pursuant to the Acquisition Agreement, Raytheon will retain and be
responsible for liabilities accrued by employees of the Company through December
31, 1997 under any defined benefit pension plan or other employee-related
benefit plans. In addition, Raytheon will retain all liability and
responsibility for the disposition of interests under the Raytheon Savings and
Investment Plan and the Raytheon Stock Ownership Plan with respect to all
employees of the Company who were participants in either of the plans as of
December 31, 1997.
Raytheon will also retain and be responsible for all liabilities related to
environmental remediation activities, including those required by the United
States Environmental Protection Agency, at the Company's Mountain View,
California facility which arose prior to December 31, 1997 or were created by
the release of hazardous substances that first occurred prior to December 31,
1997.
F-67
<PAGE> 193
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONS
The following table sets forth the estimated expenses to be incurred in
connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions, to be paid by
Fairchild International.
<TABLE>
<S> <C>
SEC registration fee....................................... $ 97,300
Printing and engraving fees................................ *
Legal fees and expenses.................................... *
Accounting fees and expenses............................... *
Blue Sky fees and expenses................................. *
Directors' and Officers' Insurance......................... *
Filing fee................................................. *
Miscellaneous.............................................. *
-----------
Total............................................ $24,000,000
===========
</TABLE>
- ---------------
* To be supplied by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides in relevant
part that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon
II-1
<PAGE> 194
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.
Section 145 also provides that to the extent a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to above, or defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Furthermore, Section 145 provides that nothing in the above-described
provisions shall be deemed exclusive of any other rights to indemnification or
advancement of expenses to which any person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
Our Bylaws provide for the indemnification of any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that such person is or was
a director or officer of our company or a constituent corporation absorbed in a
consolidation or merger, or is or was serving at the request of our company or a
constituent corporation absorbed in a consolidation or merger, as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or is or was a director or officer of our company serving at its
request as an administrator, trustee or other fiduciary of one or more of the
employee benefit plans of our company or other enterprise, against expenses
(including attorneys' fees), liability and loss actually and reasonably incurred
or suffered by such person in connection with such proceeding, whether or not
the indemnified liability arises or arose from any threatened, pending or
completed proceeding by or in the right of our company, except to the extent
that such indemnification is prohibited by applicable law. Our Bylaws also
provide that such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled as a matter of law or under
any bylaw, agreement, vote of stockholders or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation may in its certificate of incorporation eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director except for
liability: for any breach of the director's duty of loyalty to the corporation
or its stockholders; for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; under Section 174 of the
Delaware General Corporation Law (pertaining to certain prohibited acts
including unlawful payment of dividends or unlawful purchase or redemption of
the corporation's capital stock); or for any transaction from which the director
derived an improper personal benefit. Our Certificate of Incorporation contains
a provision so limiting the personal liability of our directors.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On March 11, 1997, Fairchild International issued approximately 28,764,480
shares of Class A Common Stock, 33,635,520 shares of Class B Common Stock, $70.0
million (aggregate principal amount) of 12% Series A Cumulative Compounding
Preferred Stock and an 11.74% Subordinated Note Due March 14, 2008 in an
original principal amount of approximately $77.0 million in connection with the
recapitalization of Fairchild Semiconductor Corporation. These securities were
issued pursuant to the exemption from registration provided by Section 4(2) of
the Securities Act.
On April 13, 1999, Fairchild International issued a 12.5% Subordinated Note
Due 2008 in the original principal amount of $50.0 million in connection with
the acquisition of the power device business, the financings in connection with
the acquisition and the application of the proceeds of such
II-2
<PAGE> 195
financings. This note was issued pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
2.01 Agreement and Plan of Recapitalization dated January 24,
1997 between Sterling and National Semiconductor
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 filed May
12, 1997 (File No. 333-26897)).
2.02 Asset Purchase Agreement dated as of March 11, 1997 between
Fairchild Semiconductor and National Semiconductor
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 filed May
12, 1997 (File No. 333-26897)).
2.03 Acquisition Agreement dated November 25, 1997 between
Fairchild Semiconductor Corporation and Raytheon Company
(incorporated by reference from Fairchild Semiconductor
Corporation's Current Report on Form 8-K dated December 31,
1997, filed January 13, 1998).
2.04 Amendment No. 1 to Acquisition Agreement dated December 29,
1997 between Fairchild Semiconductor Corporation and
Raytheon Company (incorporated by reference from Fairchild
Semiconductor Corporation's Current Report on Form 8-K dated
December 31, 1997, filed January 13, 1998).
2.05 Exhibit 3.14 to Acquisition Agreement dated December 29,
1997 between Fairchild Semiconductor Corporation and
Raytheon Company (incorporated by reference from Fairchild
Semiconductor Corporation's Current Report on Form 8-K dated
December 31, 1997, filed January 13, 1998).
2.06 Business Transfer Agreement dated December 20, 1998 between
Samsung Electronics and Fairchild Semiconductor Corporation
(incorporated by reference from Fairchild Semiconductor
Corporation's Current Report on Form 8-K dated April 13,
1999, filed April 27, 1999).
2.07 Closing Agreement dated April 13, 1999 among Samsung
Electronics, Fairchild Korea Semiconductor Ltd. and
Fairchild Semiconductor Corporation (incorporated by
reference from Fairchild Semiconductor Corporation's Current
Report on Form 8-K dated April 13, 1999, filed April 27,
1999).
3.01 Certificate of Incorporation of Fairchild International
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 filed May
12, 1997 (File No. 333-26897)).
3.02 Bylaws of Fairchild International (incorporated by reference
from Fairchild Semiconductor Corporation's Registration
Statement on Form S-4 filed May 12, 1997 (File No.
333-26897)).
3.03 Certificate of Amendment to Certificate of Incorporation of
Fairchild International (incorporated by reference from
Fairchild International's Registration Statement on Form S-8
filed July 7, 1998 (File No. 333-58603)).
</TABLE>
II-3
<PAGE> 196
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
3.04 Certificate of Amendment of Certificate of Incorporation of
Fairchild International.
3.05 Restated Certificate of Incorporation of Fairchild
International.*
4.01 Indenture dated April 7, 1999 among Fairchild Semiconductor
Corporation, Fairchild International, as Guarantor,
Fairchild Semiconductor Corporation of California, as
Guarantor, and the United States Trust Company of New York.
4.02 Form of 10 3/8% Senior Subordinated Notes Due 2007 (included
in Exhibit 4.01).
4.03 Registration Rights Agreement dated March 30, 1999 among
Fairchild Semiconductor Corporation, Fairchild
International, as Guarantor, Fairchild Semiconductor
Corporation of California, as Guarantor, Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc. and Fleet Securities, Inc.
4.04 Registration Rights Agreement dated March 11, 1997 among
Fairchild International, Sterling, National Semiconductor
and certain investors.
5.01 Opinion of Dechert Price & Rhoads.*
10.01 Indenture dated as of March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, as
Guarantor and United States Trust Company of New York, as
Trustee relating to Fairchild Semiconductor Corporation's
10 1/8% Senior Subordinated Notes (incorporated by reference
from Fairchild Semiconductor Corporation's Registration
Statement on Form S-4 filed May 12, 1997 (File No.
333-26897)).
10.02 Form of 10 1/8% Senior Subordinated Notes Due 2007 (included
in Exhibit 10.01).
10.03 Technology Licensing and Transfer Agreement dated March 11,
1997 between National Semiconductor and Fairchild
Semiconductor Corporation (incorporated by reference from
Amendment No. 3 to Fairchild Semiconductor Corporation's
Registration Statement on Form S-4, filed July 9, 1997 (File
No. 333-26897)).
10.04 Transition Services Agreement dated March 11, 1997 between
National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
10.05 Fairchild Foundry Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.06 Revenue Side Letter dated March 11, 1997 between National
Semiconductor and Fairchild Semiconductor Corporation
(incorporated by reference from Amendment No. 3 to Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed July 9, 1997 (File No. 333-26897)).
10.07 Fairchild Assembly Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.08 National Foundry Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
</TABLE>
II-4
<PAGE> 197
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
10.09 National Assembly Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.10 Mil/Aero Wafer and Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.11 Shared Services Agreement (South Portland) dated March 11,
1997 between National Semiconductor and Fairchild
Semiconductor Corporation (incorporated by reference from
Amendment No. 3 to Fairchild Semiconductor Corporation 's
Registration Statement on Form S-4, filed July 9, 1997 (File
No. 333-26897)).
10.12 Credit Agreement dated March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, Various
Banks, Bankers Trust Company, Credit Suisse First Boston
Corporation and Canadian Imperial Bank of Commerce
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4, filed May
12, 1997 (File No. 333-26897)).
10.13 Corporate Agreement dated February 20, 1992 between Torex
Semiconductor Ltd. and National Semiconductor (incorporated
by reference from Amendment No. 3 to Fairchild Semiconductor
Corporation's Registration Statement on Form S-4, filed July
9, 1997 (File No. 333-26897)).
10.14 Assembly/Test Subcontract Agreement dated August 13, 1998
between NS Electronics Bangkok (1993) Ltd. and Fairchild
Semiconductor Corporation (incorporated by reference from
Fairchild Semiconductor Corporation's Annual Report on Form
10-K for the fiscal year ended May 31, 1998, filed August
27, 1998).
10.15 Supply Agreement dated January 20, 1996 between National
Semiconductor and Dynacraft Industries Sdn. Bhd.
(incorporated by reference from Amendment No. 3 to Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed July 9, 1997 (File No. 333-26897)).
10.16 Licensing and Manufacturing Agreement dated April 27, 1990
between National Semiconductor and Waferscale Integration,
Inc. (incorporated by reference from Amendment No. 3 to
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed July 9, 1997 (File No. 333-26897)).
10.17 Qualified Titles Corresponding to Registry Title Nos. 19, 44
and 3400-Mk 12 from the State of Penang, Malaysia and
corresponding Sale and Purchase Agreements, each dated March
11, 1997, between National Semiconductor Sdn. Bhd. and
Fairchild Semiconductor Sdn. Bhd. (incorporated by reference
from Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed May 12, 1997 (File No.
333-26897)).
10.18 Lease Agreement dated October 10, 1979 between Export
Processing Zone Authority and Fairchild Semiconductor (Hong
Kong) Limited, and Supplemental Agreements thereto dated May
1, 1982; December 12, 1983; August 17, 1984; March 10, 1987;
February 16, 1990; August 25, 1994; May 29, 1995; June 7,
1995; November 9, 1995; and October 24, 1996 (incorporated
by reference from Fairchild Semiconductor Corporation's
Registration Statement on Form S-4, filed May 12, 1997 (File
No. 333-26897)).
</TABLE>
II-5
<PAGE> 198
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
10.19 Lease for Santa Clara Facilities dated as of March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
10.20 Shared Facilities Agreement (South Portland) dated March 11,
1997 between National Semiconductor and Fairchild
Semiconductor Corporation (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.21 Environmental Side Letter dated March 11, 1997 between
National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
10.22 Master Sublease Agreement dated March 11, 1997 between
National Semiconductor and Fairchild Semiconductor
Corporation and Master Lease Agreement dated December 13,
1994 between General Electric Capital Corporation and
National Semiconductor (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.23 Fairchild NSC Deferred Compensation Plan Trust established
effective March 11, 1997 (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.24 Fairchild NSC Deferred Compensation Plan assumed and
continued, effective March 11, 1997 (included as Schedule A
to Exhibit 10.23).
10.25 Fairchild Benefit Restoration Plan (incorporated by
reference from Fairchild Semiconductor Corporation's
Registration Statement on Form S-4 dated, filed May 12, 1997
(File No. 333-26897)).
10.26 Fairchild Incentive Plan (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.27 FSC Semiconductor Corporation Executive Officer Incentive
Plan (incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 dated,
filed May 12, 1997 (File No. 333-26897)).
10.28 FSC Semiconductor Corporation Stock Option Plan
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 dated,
filed May 12, 1997 (File No. 333-26897)).
10.29 Employment Agreement dated March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, Sterling
and Kirk P. Pond (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4 dated, filed May 12, 1997 (File No. 333-26897)).
10.30 Employment Agreement dated March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, Sterling
and Joseph R. Martin (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.31 Credit Agreement -- Amended and Restated as of December 31,
1997 (incorporated by reference from Fairchild Semiconductor
Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended March 1, 1998, filed April 13, 1998).
</TABLE>
II-6
<PAGE> 199
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
10.32 Employee Stock Purchase Savings Plan, as amended as of June
25, 1998 (incorporated by reference from Fairchild
Semiconductor Corporation's Annual Report on Form 10-K for
the fiscal year ended May 31, 1998, filed August 27, 1998).
10.33 Fairchild Revocable Savings Plan Trust, dated February 20,
1998, executed by Fleet Bank of Maine, as trustee
(incorporated by reference from Fairchild International's
Registration Statement on Form S-8, filed July 7, 1998 (File
No. 333-58603)).
10.34 Amendment to Securities Purchase and Holders Agreement dated
May 29, 1998 (incorporated by reference from Fairchild
Semiconductor Corporation's Annual Report on Form 10-K for
the fiscal year ended May 31, 1998, filed August 27, 1998).
10.35 Form of Promissory Note between Fairchild Semiconductor
Corporation and Management Investors dated June 3, 1998
(incorporated by reference from Fairchild Semiconductor
Corporation's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998, filed August 27, 1998).
10.36 Second Amendment to Amended and Restated Credit Agreement
dated August 25, 1998 among Fairchild International,
Fairchild Semiconductor Corporation, the lenders party to
the Credit Agreement dated March 11, 1997, Bankers Trust
Company, Credit Suisse First Boston Corporation and Canadian
Imperial Bank of Commerce (incorporated by reference from
Fairchild Semiconductor Corporation's Quarterly Report on
Form 10-Q for the fiscal quarter ended August 30, 1998,
filed October 9, 1998).
10.37 Purchase Agreement dated March 30, 1999 among Fairchild
Semiconductor Corporation, Fairchild International,
Fairchild Semiconductor Corporation of California, Credit
Suisse First Boston Corporation, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc. and Fleet
Securities, Inc.
10.38 Transitional Services Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.
10.39 Product Supply Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.
10.40 Foundry Sale Agreement dated April 13, 1999 between Samsung
Electronics and Fairchild Korea Semiconductor Ltd.
10.41 Intellectual Property License Agreement dated April 13, 1999
between Samsung Electronics and Fairchild Korea
Semiconductor Ltd.
10.42 Trademark License Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.
10.43 Assembly and Test Services Agreement (Onyang) dated April
13, 1999 between Samsung Electronics and Fairchild Korea
Semiconductor Ltd.
10.44 Assembly and Test Services Agreement (Suzhou) dated April
13, 1999 between SESS Electronics Suzhou Semiconductor Co.,
Ltd. and Fairchild Korea Semiconductor Ltd.
10.45 EPI Services Agreement dated April 13, 1999 between Samsung
Electronics and Fairchild Korea Semiconductor Ltd.
10.46 Photo Mask Supply Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.
</TABLE>
II-7
<PAGE> 200
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
10.47 Credit Agreement dated April 14, 1999 among Fairchild
Semiconductor Corporation, Fairchild International, certain
lenders named within the Credit Agreement, Credit Suisse
First Boston Corporation, Salomon Brothers Holding Company
Inc., ABN Amro Bank NV and Fleet National Bank.
10.48 Employment Agreement dated March 28, 1999 between Fairchild
International and Deok-Jung Kim.
10.49 Employment Agreement dated as of April 23, 1999 between
Fairchild Semiconductor Corporation and Kyoung-Soo Kim.
10.50 Sublease Agreement dated April 23, 1999 between Veritas
Software Corporation and Fairchild Semiconductor Corporation
of California.
10.51 Underwriting Agreement dated July , 1999 among Fairchild
International, National Semiconductor Corporation, Credit
Suisse First Boston Corporation, Salomon Smith Barney Inc.,
BancBoston Robertson Stephens Inc. and BT Alex. Brown
Incorporated.*
10.52 Lock-Up Agreement dated July , 1999.*
10.53 Fairchild Executive Incentive Plan, as amended and restated,
effective June 1, 1998.
10.54 Securities Purchase and Holders Agreement dated as of March
11, 1997 among Fairchild International, Sterling, National
Semiconductor and Management Investors.
21.1 Subsidiaries of Fairchild International.+
23.01 Consent of Dechert Price & Rhoads (included in the opinion
filed as Exhibit 5.01).
23.02 Consent of Samil Accounting Corporation.
23.03 Consent of KPMG LLP.
23.04 Consent of KPMG LLP.
24.01 Power of Attorney.
</TABLE>
- ---------------
* To be supplied by amendment.
+ Previously filed.
(B) FINANCIAL STATEMENT SCHEDULES:
Schedules not listed above are omitted because of the absence of the
conditions under which they are required or because the information required by
such omitted schedules is set forth in the financial statements or the notes
thereto.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 14 above, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-8
<PAGE> 201
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424 (b) (1) or
(4) or 497 (h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
II-9
<PAGE> 202
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
below-named Registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South Portland, State of Maine, on the 30th day of
June 1999.
FAIRCHILD SEMICONDUCTOR
INTERNATIONAL, INC.
By: /s/ JOSEPH R. MARTIN
-----------------------------------------
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities at the above-named Registrant on June 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* Chairman of the Board of Directors,
- --------------------------------------------------- President and Chief Executive Officer
Kirk P. Pond (principal executive officer)
* Executive Vice President, Chief Financial
- --------------------------------------------------- Officer and Director (principal financial
Joseph R. Martin and accounting officer)
* Director
- ---------------------------------------------------
Brian L. Halla
* Director
- ---------------------------------------------------
William N. Stout
* Director
- ---------------------------------------------------
Richard M. Cashin, Jr.
* Director
- ---------------------------------------------------
Paul C. Schorr IV
* Director
- ---------------------------------------------------
Ronald W. Shelly
*By: /s/ JOSEPH R. MARTIN
---------------------------------------------
Joseph R. Martin
Attorney-in-fact
</TABLE>
II-10
<PAGE> 203
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
2.01 Agreement and Plan of Recapitalization dated January 24,
1997 between Sterling and National Semiconductor
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 filed May
12, 1997 (File No. 333-26897)).
2.02 Asset Purchase Agreement dated as of March 11, 1997 between
Fairchild Semiconductor and National Semiconductor
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 filed May
12, 1997 (File No. 333-26897)).
2.03 Acquisition Agreement dated November 25, 1997 between
Fairchild Semiconductor Corporation and Raytheon Company
(incorporated by reference from Fairchild Semiconductor
Corporation's Current Report on Form 8-K dated December 31,
1997, filed January 13, 1998).
2.04 Amendment No. 1 to Acquisition Agreement dated December 29,
1997 between Fairchild Semiconductor Corporation and
Raytheon Company (incorporated by reference from Fairchild
Semiconductor Corporation's Current Report on Form 8-K dated
December 31, 1997, filed January 13, 1998).
2.05 Exhibit 3.14 to Acquisition Agreement dated December 29,
1997 between Fairchild Semiconductor Corporation and
Raytheon Company (incorporated by reference from Fairchild
Semiconductor Corporation's Current Report on Form 8-K dated
December 31, 1997, filed January 13, 1998).
2.06 Business Transfer Agreement dated December 20, 1998 between
Samsung Electronics and Fairchild Semiconductor Corporation
(incorporated by reference from Fairchild Semiconductor
Corporation's Current Report on Form 8-K dated April 13,
1999, filed April 27, 1999).
2.07 Closing Agreement dated April 13, 1999 among Samsung
Electronics, Fairchild Korea Semiconductor Ltd. and
Fairchild Semiconductor Corporation (incorporated by
reference from Fairchild Semiconductor Corporation's Current
Report on Form 8-K dated April 13, 1999, filed April 27,
1999).
3.01 Certificate of Incorporation of Fairchild International
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 filed May
12, 1997 (File No. 333-26897)).
3.02 Bylaws of Fairchild International (incorporated by reference
from Fairchild Semiconductor Corporation's Registration
Statement on Form S-4 filed May 12, 1997 (File No.
333-26897)).
3.03 Certificate of Amendment to Certificate of Incorporation of
Fairchild International (incorporated by reference from
Fairchild International's Registration Statement on Form S-8
filed July 7, 1998 (File No. 333-58603)).
3.04 Certificate of Amendment of Certificate of Incorporation of
Fairchild International.
3.05 Restated Certificate of Incorporation of Fairchild
International.*
4.01 Indenture dated April 7, 1999 among Fairchild Semiconductor
Corporation, Fairchild International, as Guarantor,
Fairchild Semiconductor Corporation of California, as
Guarantor, and the United States Trust Company of New York.
</TABLE>
<PAGE> 204
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
4.02 Form of 10 3/8% Senior Subordinated Notes Due 2007 (included
in Exhibit 4.01).
4.03 Registration Rights Agreement dated March 30, 1999 among
Fairchild Semiconductor Corporation, Fairchild
International, as Guarantor, Fairchild Semiconductor
Corporation of California, as Guarantor, Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc. and Fleet Securities, Inc.
4.04 Registration Rights Agreement dated March 11, 1997 among
Fairchild International, Sterling, National Semiconductor
and certain investors.
5.01 Opinion of Dechert Price & Rhoads.*
10.01 Indenture dated as of March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, as
Guarantor and United States Trust Company of New York, as
Trustee relating to Fairchild Semiconductor Corporation's
10 1/8% Senior Subordinated Notes (incorporated by reference
from Fairchild Semiconductor Corporation's Registration
Statement on Form S-4 filed May 12, 1997 (File No.
333-26897)).
10.02 Form of 10 1/8% Senior Subordinated Notes Due 2007 (included
in Exhibit 10.01).
10.03 Technology Licensing and Transfer Agreement dated March 11,
1997 between National Semiconductor and Fairchild
Semiconductor Corporation (incorporated by reference from
Amendment No. 3 to Fairchild Semiconductor Corporation's
Registration Statement on Form S-4, filed July 9, 1997 (File
No. 333-26897)).
10.04 Transition Services Agreement dated March 11, 1997 between
National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
10.05 Fairchild Foundry Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.06 Revenue Side Letter dated March 11, 1997 between National
Semiconductor and Fairchild Semiconductor Corporation
(incorporated by reference from Amendment No. 3 to Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed July 9, 1997 (File No. 333-26897)).
10.07 Fairchild Assembly Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.08 National Foundry Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
</TABLE>
<PAGE> 205
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
10.09 National Assembly Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.10 Mil/Aero Wafer and Services Agreement dated March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Amendment No. 3
to Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed July 9, 1997 (File No.
333-26897)).
10.11 Shared Services Agreement (South Portland) dated March 11,
1997 between National Semiconductor and Fairchild
Semiconductor Corporation (incorporated by reference from
Amendment No. 3 to Fairchild Semiconductor Corporation 's
Registration Statement on Form S-4, filed July 9, 1997 (File
No. 333-26897)).
10.12 Credit Agreement dated March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, Various
Banks, Bankers Trust Company, Credit Suisse First Boston
Corporation and Canadian Imperial Bank of Commerce
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4, filed May
12, 1997 (File No. 333-26897)).
10.13 Corporate Agreement dated February 20, 1992 between Torex
Semiconductor Ltd. and National Semiconductor (incorporated
by reference from Amendment No. 3 to Fairchild Semiconductor
Corporation's Registration Statement on Form S-4, filed July
9, 1997 (File No. 333-26897)).
10.14 Assembly/Test Subcontract Agreement dated August 13, 1998
between NS Electronics Bangkok (1993) Ltd. and Fairchild
Semiconductor Corporation (incorporated by reference from
Fairchild Semiconductor Corporation's Annual Report on Form
10-K for the fiscal year ended May 31, 1998, filed August
27, 1998).
10.15 Supply Agreement dated January 20, 1996 between National
Semiconductor and Dynacraft Industries Sdn. Bhd.
(incorporated by reference from Amendment No. 3 to Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed July 9, 1997 (File No. 333-26897)).
10.16 Licensing and Manufacturing Agreement dated April 27, 1990
between National Semiconductor and Waferscale Integration,
Inc. (incorporated by reference from Amendment No. 3 to
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed July 9, 1997 (File No. 333-26897)).
10.17 Qualified Titles Corresponding to Registry Title Nos. 19, 44
and 3400-Mk 12 from the State of Penang, Malaysia and
corresponding Sale and Purchase Agreements, each dated March
11, 1997, between National Semiconductor Sdn. Bhd. and
Fairchild Semiconductor Sdn. Bhd. (incorporated by reference
from Fairchild Semiconductor Corporation's Registration
Statement on Form S-4, filed May 12, 1997 (File No.
333-26897)).
</TABLE>
<PAGE> 206
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
10.18 Lease Agreement dated October 10, 1979 between Export
Processing Zone Authority and Fairchild Semiconductor (Hong
Kong) Limited, and Supplemental Agreements thereto dated May
1, 1982; December 12, 1983; August 17, 1984; March 10, 1987;
February 16, 1990; August 25, 1994; May 29, 1995; June 7,
1995; November 9, 1995; and October 24, 1996 (incorporated
by reference from Fairchild Semiconductor Corporation's
Registration Statement on Form S-4, filed May 12, 1997 (File
No. 333-26897)).
10.19 Lease for Santa Clara Facilities dated as of March 11, 1997
between National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
10.20 Shared Facilities Agreement (South Portland) dated March 11,
1997 between National Semiconductor and Fairchild
Semiconductor Corporation (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.21 Environmental Side Letter dated March 11, 1997 between
National Semiconductor and Fairchild Semiconductor
Corporation (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4, filed May 12, 1997 (File No. 333-26897)).
10.22 Master Sublease Agreement dated March 11, 1997 between
National Semiconductor and Fairchild Semiconductor
Corporation and Master Lease Agreement dated December 13,
1994 between General Electric Capital Corporation and
National Semiconductor (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.23 Fairchild NSC Deferred Compensation Plan Trust established
effective March 11, 1997 (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.24 Fairchild NSC Deferred Compensation Plan assumed and
continued, effective March 11, 1997 (included as Schedule A
to Exhibit 10.23).
10.25 Fairchild Benefit Restoration Plan (incorporated by
reference from Fairchild Semiconductor Corporation's
Registration Statement on Form S-4 dated, filed May 12, 1997
(File No. 333-26897)).
10.26 Fairchild Incentive Plan (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4, filed May 12, 1997 (File No. 333-26897)).
10.27 FSC Semiconductor Corporation Executive Officer Incentive
Plan (incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4 dated,
filed May 12, 1997 (File No. 333-26897)).
10.28 FSC Semiconductor Corporation Stock Option Plan
(incorporated by reference from Fairchild Semiconductor
Corporation's Registration Statement on Form S-4, filed May
12, 1997 (File No. 333-26897)).
</TABLE>
<PAGE> 207
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
10.29 Employment Agreement dated March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, Sterling
and Kirk P. Pond (incorporated by reference from Fairchild
Semiconductor Corporation's Registration Statement on Form
S-4 dated, filed May 12, 1997 (File No. 333-26897)).
10.30 Employment Agreement dated March 11, 1997 among Fairchild
Semiconductor Corporation, Fairchild International, Sterling
and Joseph R. Martin (incorporated by reference from
Fairchild Semiconductor Corporation's Registration Statement
on Form S-4 dated, filed May 12, 1997 (File No. 333-26897)).
10.31 Credit Agreement -- Amended and Restated as of December 31,
1997 (incorporated by reference from Fairchild Semiconductor
Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended March 1, 1998, filed April 13, 1998).
10.32 Employee Stock Purchase Savings Plan, as amended as of June
25, 1998 (incorporated by reference from Fairchild
Semiconductor Corporation's Annual Report on Form 10-K for
the fiscal year ended May 31, 1998, filed August 27, 1998).
10.33 Fairchild Revocable Savings Plan Trust, dated February 20,
1998, executed by Fleet Bank of Maine, as trustee
(incorporated by reference from Fairchild International's
Registration Statement on Form S-8, filed July 7, 1998 (File
No. 333-58603)).
10.34 Amendment to Securities Purchase and Holders Agreement dated
May 29, 1998 (incorporated by reference from Fairchild
Semiconductor Corporation's Annual Report on Form 10-K for
the fiscal year ended May 31, 1998, filed August 27, 1998).
10.35 Form of Promissory Note between Fairchild Semiconductor
Corporation and Management Investors dated June 3, 1998
(incorporated by reference from Fairchild Semiconductor
Corporation's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998, filed August 27, 1998).
10.36 Second Amendment to Amended and Restated Credit Agreement
dated August 25, 1998 among Fairchild International,
Fairchild Semiconductor Corporation, the lenders party to
the Credit Agreement dated March 11, 1997, Bankers Trust
Company, Credit Suisse First Boston Corporation and Canadian
Imperial Bank of Commerce (incorporated by reference from
Fairchild Semiconductor Corporation's Quarterly Report on
Form 10-Q for the fiscal quarter ended August 30, 1998,
filed October 9, 1998).
10.37 Purchase Agreement dated March 30, 1999 among Fairchild
Semiconductor Corporation, Fairchild International,
Fairchild Semiconductor Corporation of California, Credit
Suisse First Boston Corporation, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc. and Fleet
Securities, Inc.
10.38 Transitional Services Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.
10.39 Product Supply Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.
10.40 Foundry Sale Agreement dated April 13, 1999 between Samsung
Electronics and Fairchild Korea Semiconductor Ltd.
</TABLE>
<PAGE> 208
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
10.41 Intellectual Property License Agreement dated April 13, 1999
between Samsung Electronics and Fairchild Korea
Semiconductor Ltd.
10.42 Trademark License Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.
10.43 Assembly and Test Services Agreement (Onyang) dated April
13, 1999 between Samsung Electronics and Fairchild Korea
Semiconductor Ltd.
10.44 Assembly and Test Services Agreement (Suzhou) dated April
13, 1999 between SESS Electronics Suzhou Semiconductor Co.,
Ltd. and Fairchild Korea Semiconductor Ltd.
10.45 EPI Services Agreement dated April 13, 1999 between Samsung
Electronics and Fairchild Korea Semiconductor Ltd.
10.46 Photo Mask Supply Agreement dated April 13, 1999 between
Samsung Electronics and Fairchild Korea Semiconductor Ltd.
10.47 Credit Agreement dated April 14, 1999 among Fairchild
Semiconductor Corporation, Fairchild International, certain
lenders named within the Credit Agreement, Credit Suisse
First Boston Corporation, Salomon Brothers Holding Company
Inc., ABN Amro Bank NV and Fleet National Bank.
10.48 Employment Agreement dated March 28, 1999 between Fairchild
International and Deok-Jung Kim.
10.49 Employment Agreement dated as of April 23, 1999 between
Fairchild Semiconductor Corporation and Kyoung-Soo Kim.
10.50 Sublease Agreement dated April 23, 1999 between Veritas
Software Corporation and Fairchild Semiconductor Corporation
of California.
10.51 Underwriting Agreement dated July , 1999 among Fairchild
International, National Semiconductor Corporation, Credit
Suisse First Boston Corporation, Salomon Smith Barney Inc.,
BancBoston Robertson Stephens Inc. and BT Alex. Brown
Incorporated.*
10.52 Lock-Up Agreement dated July , 1999.*
10.53 Fairchild Executive Incentive Plan, as amended and restated,
effective June 1, 1998.
10.54 Securities Purchase and Holders Agreement dated as of March
11, 1997 among Fairchild International, Sterling, National
Semiconductor and Management Investors.
21.1 Subsidiaries of Fairchild International.+
23.01 Consent of Dechert Price & Rhoads (included in the opinion
filed as Exhibit 5.01).
23.02 Consent of Samil Accounting Corporation.
23.03 Consent of KPMG LLP.
23.04 Consent of KPMG LLP.
24.01 Power of Attorney.
</TABLE>
- ------------------------
* To be supplied by amendment.
+ Previously filed.
<PAGE> 1
EXHIBIT 3.04
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FSC SEMICONDUCTOR CORPORATION
---------------------------------
FSC Semiconductor Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"), does hereby certify:
FIRST: That at a duly held meeting of the board of directors of the
Corporation held June 24, 1999, resolutions were duly adopted setting
forth a proposed amendment to the Certificate of Incorporation of the
Corporation, declaring said amendment to be advisable and calling for
consideration of said proposed amendment by the stockholders of the
Corporation. The resolutions setting forth the amendment are as follows:
RESOLVED, that it is hereby proposed that Section 1 of the Certificate
of Incorporation be amended so that the same section as amended would
read as follows:
1. Name. The name of the Corporation is Fairchild Semiconductor
International, Inc.
RESOLVED, FURTHER, that notwithstanding authorization of the proposed
amendment by the stockholders of the Corporation, at any time prior to
the effectiveness of the filing of the amendment with the Secretary of
State of the State of Delaware, the board of directors of the
Corporation may abandon such proposed amendment without further action
by the stockholders.
SECOND: That thereafter, pursuant to the resolution of the board of
directors, the proposed amendment was approved by the stockholders of the
Corporation by written consent dated June 25, 1999.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 and 228 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by Daniel E. Boxer, its Executive Vice President and Secretary,
this 28th day of June, 1999.
By: /s/ Daniel E. Boxer
--------------------------------------
Daniel E. Boxer
Executive Vice President and Secretary
<PAGE> 1
EXHIBIT 4.01
EXECUTION COPY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FAIRCHILD SEMICONDUCTOR CORPORATION,
Issuer
FSC SEMICONDUCTOR CORPORATION,
Guarantor
FAIRCHILD SEMICONDUCTOR CORPORATION OF CALIFORNIA,
Guarantor
10-3/8% Senior Subordinated Notes Due 2007
-------------------------
INDENTURE
Dated as of April 7, 1999
-------------------------
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CROSS-REFERENCE TABLE
TIA Indenture
SECTION Section
- ------------ ---------
310(a)(1) .............................. 7.10
(a)(2) .............................. 7.10
(a)(3) .............................. N.A.
(a)(4) .............................. N.A.
(b) .............................. 7.08; 7.10
(c) .............................. N.A.
311(a) .............................. 7.11
(b) .............................. 7.11
(c) .............................. N.A.
312(a) .............................. 2.05
(b) .............................. 13.03
(c) .............................. 13.03
313(a) .............................. 7.06
(b)(1) .............................. N.A.
(b)(2) .............................. 7.06
(c) .............................. 13.02
(d) .............................. 7.06
314(a) .............................. 4.02;
4.11; 13.02
(b) .............................. N.A.
(c)(1) .............................. 13.04
(c)(2) .............................. 13.04
(c)(3) .............................. N.A.
(d) .............................. N.A.
(e) .............................. 13.05
(f) .............................. 4.11
315(a) .............................. 7.01
(b) .............................. 7.05; 13.02
(c) .............................. 7.01
(d) .............................. 7.01
(e) .............................. 6.11
316(a)(last sentence) .............................. 13.06
(a)(1)(A) .............................. 6.05
(a)(1)(B) .............................. 6.04
(a)(2) .............................. N.A.
(b) .............................. 6.07
317(a)(1) .............................. 6.08
(a)(2) .............................. 6.09
(b) .............................. 2.04
318(a) .............................. 13.01
N.A. means Not Applicable.
- ----------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.
Exhibit A - Form of Security
Rule 144A/Regulation S Appendix
Exhibit 1 to Rule 144A/Regulation S Appendix
<PAGE> 3
TABLE OF CONTENTS
PAGE
----
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. Definitions .............................................. 1
SECTION 1.02. Other Definitions ........................................ 28
SECTION 1.03. Incorporation by Reference of Trust Indenture Act ........ 28
SECTION 1.04. Rules of Construction .................................... 29
ARTICLE 2
THE SECURITIES
SECTION 2.01. Form and Dating .......................................... 30
SECTION 2.02. Execution and Authentication ............................. 30
SECTION 2.03. Registrar and Paying Agent ............................... 31
SECTION 2.04. Paying Agent To Hold Money in Trust....................... 31
SECTION 2.05. Securityholder Lists ..................................... 32
SECTION 2.06. Transfer and Exchange .................................... 32
SECTION 2.07. Replacement Securities ................................... 33
SECTION 2.08. Outstanding Securities ................................... 33
SECTION 2.09. Temporary Securities ..................................... 34
SECTION 2.10. Cancellation ............................................. 34
SECTION 2.11. Defaulted Interest ....................................... 34
SECTION 2.12. CUSIP Numbers ............................................ 35
SECTION 2.13. Issuance of Additional Securities......................... 35
ARTICLE 3
REDEMPTION
SECTION 3.01. Notices to Trustee ....................................... 36
SECTION 3.02. Selection of Securities To Be Redeemed ................... 36
SECTION 3.03. Notice of Redemption ..................................... 36
SECTION 3.04. Effect of Notice of Redemption ........................... 37
SECTION 3.05. Deposit of Redemption Price .............................. 38
SECTION 3.06. Securities Redeemed in Part .............................. 38
i
<PAGE> 4
ARTICLE 4
COVENANTS
SECTION 4.01. Payment of Securities .................................... 38
SECTION 4.02. SEC Reports .............................................. 38
SECTION 4.03. Limitation on Indebtedness ............................... 39
SECTION 4.04. Limitation on Restricted Payments ........................ 42
SECTION 4.05. Limitation on Restrictions on
Distributions from Restricted Subsidiaries.............. 46
SECTION 4.06. Limitation on Sales of Assets and
Subsidiary Stock ....................................... 47
SECTION 4.07. Limitation on Affiliate Transactions ..................... 52
SECTION 4.08. Limitation on the Sale or Issuance of
Capital Stock of Restricted Subsidiaries ............... 53
SECTION 4.09. Change of Control ........................................ 54
SECTION 4.10. Future Guarantors ........................................ 55
SECTION 4.11. Compliance Certificate ................................... 56
SECTION 4.12. Further Instruments and Acts ............................. 56
ARTICLE 5
SUCCESSOR COMPANIES
SECTION 5.01. When Company May Merge or Transfer Assets ................ 56
ARTICLE 6
DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default ........................................ 59
SECTION 6.02. Acceleration ............................................. 61
SECTION 6.03. Other Remedies ........................................... 62
SECTION 6.04. Waiver of Past Defaults .................................. 62
SECTION 6.05. Control by Majority ...................................... 63
SECTION 6.06. Limitation on Suits ...................................... 63
SECTION 6.07. Rights of Holders To Receive Payment ..................... 64
SECTION 6.08. Collection Suit by Trustee ............................... 64
SECTION 6.09. Trustee May File Proofs of Claim ......................... 64
SECTION 6.10. Priorities ............................................... 64
SECTION 6.11. Undertaking for Costs .................................... 65
SECTION 6.12. Waiver of Stay or Extension Laws ......................... 65
ii
<PAGE> 5
ARTICLE 7
TRUSTEE
SECTION 7.01. Duties of Trustee ........................................ 65
SECTION 7.02. Rights of Trustee ........................................ 67
SECTION 7.03. Individual Rights of Trustee ............................. 67
SECTION 7.04. Trustee's Disclaimer ..................................... 68
SECTION 7.05. Notice of Defaults ....................................... 68
SECTION 7.06. Reports by Trustee to Holders ............................ 68
SECTION 7.07. Compensation and Indemnity ............................... 68
SECTION 7.08. Replacement of Trustee ................................... 69
SECTION 7.09. Successor Trustee by Merger .............................. 70
SECTION 7.10. Eligibility; Disqualification ............................ 71
SECTION 7.11. Preferential Collection of Claims Against Company ........ 71
ARTICLE 8
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.01. Discharge of Liability on Securities; Defeasance ......... 71
SECTION 8.02. Conditions to Defeasance ................................. 73
SECTION 8.03. Application of Trust Money ............................... 74
SECTION 8.04. Repayment to Company ..................................... 74
SECTION 8.05. Indemnity for Government Obligations ..................... 74
SECTION 8.06. Reinstatement ............................................ 74
ARTICLE 9
AMENDMENTS
SECTION 9.01. Without Consent of Holders ............................... 75
SECTION 9.02. With Consent of Holders .................................. 76
SECTION 9.03. Compliance with Trust Indenture .......................... 77
SECTION 9.04. Revocation and Effect of Consents and Waivers ............ 77
SECTION 9.05. Notation on or Exchange of Securities .................... 78
SECTION 9.06. Trustee To Sign Amendments ............................... 78
SECTION 9.07. Payment for Consent ...................................... 78
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ARTICLE 10
SUBORDINATION
SECTION 10.01. Agreement To Subordinate ................................... 79
SECTION 10.02. Liquidation, Dissolution, Bankruptcy ....................... 79
SECTION 10.03. Default on Senior Indebtedness ............................. 80
SECTION 10.04. Acceleration of Payment of Securities ...................... 82
SECTION 10.05. When Distribution Must Be Paid Over ........................ 82
SECTION 10.06. Subrogation ................................................ 82
SECTION 10.07. Relative Rights ............................................ 82
SECTION 10.08. Subordination May Not Be Impaired by Company ............... 83
SECTION 10.09. Rights of Trustee and Paying Agent ......................... 83
SECTION 10.10. Distribution or Notice to Representative ................... 83
SECTION 10.11. Article 10 Not To Prevent Events of
Default or Limit Right To Accelerate ..................... 83
SECTION 10.12. Trust Moneys Not Subordinated .............................. 84
SECTION 10.13. Trustee Entitled To Rely ................................... 84
SECTION 10.14. Trustee To Effectuate Subordination ........................ 84
SECTION 10.15. Trustee Not Fiduciary for Holders
of Senior Indebtedness ................................... 85
SECTION 10.16. Reliance by Holders of Senior Indebtedness on Subordination
Provisions ............................................... 85
ARTICLE 11
GUARANTIES
SECTION 11.01. Guaranties ................................................. 85
SECTION 11.02. Limitation on Liability; Contribution ...................... 88
SECTION 11.03. Successors and Assigns ..................................... 88
SECTION 11.04. No Waiver .................................................. 88
SECTION 11.05. Modification ............................................... 88
SECTION 11.06. Release of Subsidiary Guarantor ............................ 89
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ARTICLE 12
SUBORDINATION OF GUARANTIES
SECTION 12.01. Agreement to Subordinate ................................... 89
SECTION 12.02. Liquidation, Dissolution, Bankruptcy ....................... 89
SECTION 12.03. Default on Senior Indebtedness of Guarantor ................ 90
SECTION 12.04. Demand for Payment ......................................... 91
SECTION 12.05. When Distribution Must Be Paid Over ........................ 91
SECTION 12.06. Subrogation ................................................ 91
SECTION 12.07. Relative Rights ............................................ 92
SECTION 12.08. Subordination May Not Be Impaired by Company ............... 92
SECTION 12.09. Rights of Trustee and Paying Agent ......................... 92
SECTION 12.10. Distribution or Notice to Representative ................... 93
SECTION 12.11. Article 12 Not to Prevent Defaults
Under a Guaranty or Limit Right To Demand Payment ........ 93
SECTION 12.12. Trustee Entitled To Rely ................................... 93
SECTION 12.13. Trustee To Effectuate Subordination ........................ 93
SECTION 12.14. Trustee Not Fiduciary for Holders of
Senior Indebtedness of Guarantor ......................... 94
SECTION 12.15. Reliance by Holders of Senior
Indebtedness on Subordination Provisions ................. 94
ARTICLE 13
MISCELLANEOUS
SECTION 13.01. Trust Indenture Act Controls ............................... 94
SECTION 13.02. Notices .................................................... 94
SECTION 13.03. Communication by Holders with Other Holders ................ 95
SECTION 13.04. Certificate and Opinion as to Conditions Precedent ......... 95
SECTION 13.05. Statements Required in Certificate or Opinion .............. 96
SECTION 13.06. When Securities Disregarded ................................ 96
SECTION 13.07. Rules by Trustee, Paying Agent and Registrar ............... 96
SECTION 13.08. Legal Holidays ............................................. 96
SECTION 13.09. Governing Law .............................................. 97
SECTION 13.10. No Recourse Against Others ................................. 97
SECTION 13.11. Successors ................................................. 97
SECTION 13.12. Multiple Originals ......................................... 97
SECTION 13.13. Table of Contents; Headings ................................ 97
Exhibit A - Form of Security
Rule 144A/Regulation S Appendix
Exhibit 1 to Rule 144A/Regulation S Appendix
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<PAGE> 8
INDENTURE dated as of April 7, 1999, among FAIRCHILD
SEMICONDUCTOR CORPORATION, a Delaware corporation (the
"Company"), FSC SEMICONDUCTOR CORPORATION ("Parent"), as
Guarantor, FAIRCHILD SEMICONDUCTOR CORPORATION OF
CALIFORNIA ("Fairchild California"), as Guarantor, and
UNITED STATES TRUST COMPANY OF NEW YORK, a New York
banking corporation (the "Trustee").
Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of (1) the
Company's 103/8% Senior Subordinated Notes Due 2007 (the "Initial Securities"),
(2) if and when issued pursuant to a registered exchange for Initial Securities,
the Company's 103/8% Senior Subordinated Notes Due 2007 (the "Exchange
Securities"), (3) if and when issued pursuant to a private exchange for Initial
Securities, the Company's 103/8% Senior Subordinated Notes Due 2007 (the
"Private Exchange Securities"), and (4) if and when issued any Additional
Securities (as defined herein, and together with the Private Exchange
Securities, the Exchange Securities and the Initial Securities, the
"Securities"):
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. DEFINITIONS.
"Acquisition Closing Date" means the date the Company
consummates the acquisition of the Power Device Business from Samsung
Electronics Co., Ltd.
"Additional Assets" means (1) any property or assets (other
than Indebtedness and Capital Stock) in a Related Business; (2) the Capital
Stock of a Person that becomes a Restricted Subsidiary as a result of the
acquisition of such Capital Stock by the Company or another Restricted
Subsidiary; or (3) Capital Stock constituting a minority interest in any Person
that at such time is a Restricted Subsidiary; PROVIDED, HOWEVER, that any such
Restricted Subsidiary described in clauses (2) or (3) above is primarily engaged
in a Related Business.
"Additional Securities" means, subject to the Company's
compliance with Section 4.03, 103/8% Senior Subordinated Notes Due 2007 issued
from time to time after
<PAGE> 9
the Issue Date under the terms of this Indenture (other than pursuant to Section
2.06, 2.07, 2.09 or 3.06 and other than Exchange Securities or Private Exchange
Securities issued pursuant to an exchange offer for other Securities
outstanding under this Indenture).
"Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of Sections 4.04, 4.06 and 4.07 only, "Affiliate" shall also mean any
beneficial owner of Capital Stock representing 10% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.
"Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of (1) any shares of Capital
Stock of a Restricted Subsidiary (other than directors' qualifying shares or
shares required by applicable law to be held by a Person other than the Company
or a Restricted Subsidiary), (2) all or substantially all the assets of any
division or line of business of the Company or any Restricted Subsidiary or (3)
any other assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary (other
than, in the case of (1), (2) and (3) above, (x) a disposition by a Restricted
Subsidiary to the Company or by the Company or a Restricted Subsidiary to a
Wholly Owned Subsidiary, (y) for purposes of Section 4.06 only, a disposition
that constitutes a Restricted Payment permitted by Section 4.04 and (z)
disposition of assets with a fair market value of less than $100,000).
"Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Securities, compounded annually) of the total
obligations of
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<PAGE> 10
the lessee for rental payments during the remaining term of the lease included
in such Sale/Leaseback Transaction (including any period for which such lease
has been extended).
"Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (1) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by (2) the sum of all
such payments.
"Banks" has the meaning specified in the Credit Agreement.
"Bank Indebtedness" means all Obligations pursuant to the
Credit Agreement.
"Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board.
"Business Day" means each day which is not a Legal Holiday.
"Capital Lease Obligations" means an obligation that is
required to be classified and accounted for as a capital lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty.
"Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.
"Change of Control" means the occurrence of any of
the following events:
(1) prior to the earlier to occur of (A) the first public
offering of common stock of Parent or
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<PAGE> 11
(B) the first public offering of common stock of the Company, the
Permitted Holders cease to be the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
of a majority in the aggregate of the total voting power of the Voting
Stock of the Company, whether as a result of issuance of securities of
the Parent or the Company, any merger, consolidation, liquidation or
dissolution of the Parent or the Company, any direct or indirect
transfer of securities by Parent or otherwise (for purposes of this
clause (1) and clauses (2) and (4) below, the Permitted Holders shall
be deemed to beneficially own any Voting Stock of a Person (the
"specified entity") held by any other Person (the "parent entity") so
long as the Permitted Holders beneficially own (as so defined),
directly or indirectly, in the aggregate a majority of the voting power
of the Voting Stock of the parent entity) PROVIDED, HOWEVER, that
notwithstanding the foregoing CVC shall be deemed to beneficially own a
majority of the voting power of the Voting Stock of Sterling (or any
successor) so long as CVC, employees, officers and directors of CVC and
corporations, partnerships and other entities at least a majority of
the equity in which is held in the aggregate by CVC and its employees,
officers and directors hold in the aggregate no less than a majority of
the economic interests in Sterling (or such successor);
(2) after the earlier to occur of (A) the first public
offering of common stock of Parent or (B) the first public offering of
common stock of the Company, any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than one or more
Permitted Holders, is or becomes the beneficial owner (as defined in
clause (1) above, except that for purposes of this clause (2) such
person shall be deemed to have "beneficial ownership" of all shares
that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 35% of the total voting power of the Voting
Stock of the Company; PROVIDED, HOWEVER, that the Permitted Holders
beneficially own (as defined in clause (1) above), directly or
indirectly, in the aggregate a lesser percentage of the total voting
power of the Voting Stock of the Company than such other person and do
not have the right or ability by voting power, contract or otherwise to
elect or designate for election a majority of the Board of Directors
(for the purposes of this clause (2), such other person shall be
4
<PAGE> 12
deemed to beneficially own any Voting Stock of a specified entity held
by a parent entity, if such other person is the beneficial owner (as
defined in this clause (2)), directly or indirectly, of more than 35%
of the voting power of the Voting Stock of such parent entity and the
Permitted Holders beneficially own (as defined in clause (1) above),
directly or indirectly, in the aggregate a lesser percentage of the
voting power of the Voting Stock of such parent entity and do not have
the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the board of directors of such
parent entity);
(3) individuals who on the Issue Date constituted the Board of
Directors (together with any new directors (a) whose election by such
Board of Directors or whose nomination for election by the stockholders
of the Company was approved by a vote of a majority of the directors of
the Company then still in office who were either directors on the Issue
Date or whose election or nomination for election was previously so
approved or (b) who were elected to the Board of Directors pursuant to
the Stockholders' Agreement, as amended, modified or supplemented from
time to time) cease for any reason to constitute a majority of the
Board of Directors then in office; or
(4) the merger or consolidation of the Company with or into
another Person or the merger of another Person with or into the
Company, or the sale of all or substantially all the assets of the
Company to another Person (other than a Person that is controlled by
the Permitted Holders), if the securities of the Company that are
outstanding immediately prior to such transaction and which represent
100% of the aggregate voting power of the Voting Stock of the Company
are changed into or exchanged for cash, securities or property, unless
pursuant to such transaction such securities are changed into or
exchanged for, in addition to any other consideration, securities of
the surviving Person or transferee that represent, immediately after
such transaction, at least a majority of the aggregate voting power of
the Voting Stock of the surviving Person or transferee.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" means the party named as such in this Indenture
until a successor replaces it and, thereafter,
5
<PAGE> 13
means the successor and, for purposes of any provision contained herein and
required by the TIA, each other obligor on the indenture securities.
"Consolidated Coverage Ratio" as of any date of determination
means the ratio of (a) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters ending at least 45 days (or, if less,
the number of days after the end of such fiscal quarter as the consolidated
financial statements of the Company shall be provided to the Securityholders
pursuant hereto) prior to the date of such determination to (b) Consolidated
Interest Expense for such four fiscal quarters; PROVIDED, HOWEVER, that:
(1) if the Company or any Restricted Subsidiary has Incurred
any Indebtedness since the beginning of such period that remains
outstanding or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or
both, EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving effect on a pro forma basis to such
Indebtedness as if such Indebtedness had been Incurred on the first day
of such period and the discharge of any other Indebtedness repaid,
repurchased, defeased or otherwise discharged with the proceeds of such
new Indebtedness as if such discharge had occurred on the first day of
such period;
(2) if the Company or any Restricted Subsidiary has repaid,
repurchased, defeased or otherwise discharged any Indebtedness since
the beginning of such period or if any Indebtedness is to be repaid,
repurchased, defeased or otherwise discharged (in each case other than
Indebtedness Incurred under any revolving credit facility unless such
Indebtedness has been permanently repaid and has not been replaced) on
the date of the transaction giving rise to the need to calculate the
Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense
for such period shall be calculated on a pro forma basis as if such
discharge had occurred on the first day of such period and as if the
Company or such Restricted Subsidiary has not earned the interest
income actually earned during such period in respect of cash or
Temporary Cash Investments used to repay, repurchase, defease or
otherwise discharge such Indebtedness;
(3) if since the beginning of such period the Company or any
Restricted Subsidiary shall have made
6
<PAGE> 14
any Asset Disposition, the EBITDA for such period shall be reduced by
an amount equal to the EBITDA (if positive) directly attributable to
the assets which are the subject of such Asset Disposition for such
period, or increased by an amount equal to the EBITDA (if negative),
directly attributable thereto for such period and Consolidated Interest
Expense for such period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness
of the Company or any Restricted Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to the Company and its
continuing Restricted Subsidiaries in connection with such Asset
Disposition for such period (or, if the Capital Stock of any Restricted
Subsidiary is sold, the Consolidated Interest Expense for such period
directly attributable to the Indebtedness of such Restricted Subsidiary
to the extent the Company and its continuing Restricted Subsidiaries
are no longer liable for such Indebtedness after such sale);
(4) if since the beginning of such period the Company or any
Restricted Subsidiary (by merger or otherwise) shall have made an
Investment in any Restricted Subsidiary (or any person which becomes a
Restricted Subsidiary) or an acquisition of assets, including any
acquisition of assets occurring in connection with a transaction
requiring a calculation to be made hereunder, which constitutes all or
substantially all of an operating unit of a business, EBITDA and
Consolidated Interest Expense for such period shall be calculated after
giving pro forma effect thereto (including the Incurrence of any
Indebtedness) as if such Investment or acquisition occurred on the
first day of such period; and
(5) if since the beginning of such period any Person (that
subsequently became a Restricted Subsidiary or was merged with or into
the Company or any Restricted Subsidiary since the beginning of such
period) shall have made any Asset Disposition, any Investment or
acquisition of assets that would have required an adjustment pursuant
to clause (3) or (4) above if made by the Company or a Restricted
Subsidiary during such period, EBITDA and Consolidated Interest Expense
for such period shall be calculated after giving pro forma effect
thereto as if such Asset Disposition, Investment or acquisition
occurred on the first day of such period.
7
<PAGE> 15
For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company.
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest of such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire period (taking into account any Interest Rate Agreement applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months).
"Consolidated Current Liabilities" as of the date of
determination means the aggregate amount of liabilities of the Company and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), on a consolidated basis,
after eliminating (1) all intercompany items between the Company and any
Restricted Subsidiary and (2) all current maturities of long-term Indebtedness,
all as determined in accordance with GAAP consistently applied.
"Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its consolidated Restricted
Subsidiaries, plus, to the extent not included in such total interest expense,
and to the extent incurred by the Company or its Restricted Subsidiaries,
without duplication:
(1) interest expense attributable to Capital Lease
Obligations and the interest expense attributable to
leases constituting part of a Sale/Leaseback
Transaction;
(2) amortization of debt discount and debt issuance cost;
(3) capitalized interest;
(4) non-cash interest expenses;
(5) commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers'
acceptance financing;
(6) net costs associated with Hedging Obligations
involving any Interest Rate Agreement (including
amortization of fees);
8
<PAGE> 16
(7) Preferred Stock dividends accrued by consolidated
Restricted Subsidiaries in respect of all Preferred
Stock held by Persons other than the Company or a
Restricted Subsidiary;
(8) interest incurred in connection with Investments in
discontinued operations;
(9) interest accruing on any Indebtedness of any other
Person to the extent such Indebtedness is Guaranteed
by (or secured by the assets of) the Company or any
Restricted Subsidiary; and
(10) the cash contributions to any employee stock
ownership plan or similar trust to the extent such
contributions are used by such plan or trust to pay
interest or fees to any Person (other than the
Company) in connection with Indebtedness Incurred by
such plan or trust.
"Consolidated Net Income" means, for any period, the net
income of the Company and its consolidated Subsidiaries; PROVIDED, HOWEVER,
that there shall not be included in such Consolidated Net Income:
(1) any net income of any Person (other than the Company) if
such Person is not a Restricted Subsidiary, except that (A) subject to
the exclusion contained in clause (4) below, the Company's equity in
the net income of any such Person for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Person during such period to the Company
or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution paid to a
Restricted Subsidiary, to the limitations contained in clause (3)
below) and (B) the Company's equity in a net loss of any such Person
for such period shall be included in determining such Consolidated Net
Income;
(2) any net income (or loss) of any Person acquired by the
Company or a Subsidiary in a pooling of interests transaction for any
period prior to the date of such acquisition;
(3) any net income of any Restricted Subsidiary if such
Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or
9
<PAGE> 17
the making of distributions by such Restricted Subsidiary, directly or
indirectly, to the Company, except that (A) subject to the exclusion
contained in clause (4) below, the Company's equity in the net income
of any such Restricted Subsidiary for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash that
could have been distributed by such Restricted Subsidiary consistent
with such restrictions during such period to the Company or another
Restricted Subsidiary as a dividend or other distribution (subject, in
the case of a dividend or other distribution paid to another Restricted
Subsidiary, to the limitation contained in this clause) and (B) the
Company's equity in a net loss of any such Restricted Subsidiary for
such period shall be included in determining such Consolidated Net
Income;
(4) any gain (or loss) realized upon the sale or other
disposition of any assets of the Company or its consolidated
Subsidiaries (including pursuant to any sale-and-leaseback arrangement)
which is not sold or otherwise disposed of in the ordinary course of
business and any gain (or loss) realized upon the sale or other
disposition of any Capital Stock of any Person;
(5) extraordinary gains or losses; and
(6) the cumulative effect of a change in accounting
principles.
Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall
be excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such dividends, repayments or
transfers increase the amount of Restricted Payments permitted under such
Section pursuant to clause (a)(3)(D) thereof.
"Consolidated Net Tangible Assets" as of any date of
determination, means the total amount of assets (less accumulated depreciation
and amortization, allowances for doubtful receivables, other applicable reserves
and other properly deductible items) which would appear on a consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP, and after giving
effect to purchase accounting and after deducting therefrom
10
<PAGE> 18
Consolidated Current Liabilities and, to the extent otherwise included, the
amounts of:
(1) minority interests in consolidated Subsidiaries held by
Persons other than the Company or a Restricted Subsidiary;
(2) excess of cost over fair value of assets of businesses
acquired, as determined in good faith by the Board of Directors;
(3) any revaluation or other write-up in book value of assets
subsequent to the Issue Date as a result of a change in the method of
valuation in accordance with GAAP consistently applied;
(4) unamortized debt discount and expenses and other
unamortized deferred charges, goodwill, patents, trademarks, service
marks, trade names, copyrights, licenses, organization or developmental
expenses and other intangible items;
(5) treasury stock;
(6) cash set apart and held in a sinking or other analogous
fund established for the purpose of redemption or other retirement of
Capital Stock to the extent such obligation is not reflected in
Consolidated Current Liabilities; and
(7) Investments in and assets of Unrestricted Subsidiaries.
"Consolidated Net Worth" means the total of the amounts shown
on the balance sheet of the Company and its consolidated Subsidiaries,
determined on a consolidated basis in accordance with GAAP, as of the end of the
most recent fiscal quarter of the Company ending at least 45 days prior to the
taking of any action for the purpose of which the determination is being made,
as (1) the par or stated value of all outstanding Capital Stock of the Company
plus (2) paid-in capital or capital surplus relating to such Capital Stock plus
(3) any retained earnings or earned surplus less (A) any accumulated deficit and
(B) any amounts attributable to Disqualified Stock.
"Credit Agreement" means (1) prior to the Acquisition Closing
Date, the Credit Agreement, as amended, dated as of March 11, 1997, by and among
Fairchild Holdings, the Company, certain of its Subsidiaries, the lenders
referred to therein, Bankers Trust Company, as
11
<PAGE> 19
Administrative Agent, Credit Suisse First Boston, as Syndication Agent, and
Canadian Imperial Bank of Commerce, as Documentation Agent, together with the
related documents thereto and (2) on or after the Acquisition Closing Date, the
Credit Agreement to be entered into by and among Parent, the Company, certain of
its Subsidiaries, the lenders referred to therein, Credit Suisse First Boston,
as Administrative Agent, together with the related documents thereto (including
without limitation the term loans and revolving loans thereunder, any guarantees
and security documents), as amended, extended, renewed, restated, supplemented
or otherwise modified (in whole or in part, and without limitation as to amount,
terms, conditions, covenants and other provisions) from time to time, and any
agreement (and related document) governing Indebtedness incurred to refund or
refinance, in whole or in part, the borrowings and commitments then outstanding
or permitted to be outstanding under such Credit Agreement or a successor Credit
Agreement, whether by the same or any other lender or group of lenders.
"Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement to which
such Person is a party or beneficiary.
"CVC" means Citicorp Venture Capital Ltd.
"Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.
"Designated Senior Indebtedness" means (1) the Bank
Indebtedness; PROVIDED, HOWEVER, that Bank Indebtedness outstanding under any
Credit Agreement that Refinanced in part, but not in whole, the previously
outstanding Bank Indebtedness shall only constitute Designated Senior
Indebtedness if it meets the requirements of succeeding clause (2); and (2) any
other Senior Indebtedness of the Company which, at the date of determination,
has an aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $10.0
million and is specifically designated by the Company in the instrument
evidencing or governing such Senior Indebtedness as "Designated Senior
Indebtedness" for purposes of this Indenture.
"Disqualified Stock" means, with respect to any Person, any
Capital Stock which by its terms (or by the terms of any security into which it
is convertible or for
12
<PAGE> 20
which it is exchangeable) or upon the happening of any event (1) matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (2)
is convertible or exchangeable for Indebtedness or Disqualified Stock or (3) is
redeemable at the option of the holder thereof, in whole or in part, in each
case on or prior to the first anniversary of the Stated Maturity of the
Securities; PROVIDED, HOWEVER, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such Person to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary of the Stated Maturity of the Securities shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of such
Capital Stock than the provisions of Sections 4.06 and 4.09.
"EBITDA" for any period means the sum of Consolidated Net
Income, plus Consolidated Interest Expense plus the following to the extent
deducted in calculating
such Consolidated Net Income:
(1) all income tax expense of the Company and its consolidated
Restricted Subsidiaries;
(2) depreciation expense of the Company and its consolidated
Restricted Subsidiaries;
(3) amortization expense of the Company and its consolidated
Restricted Subsidiaries (excluding amortization expense attributable to
a prepaid cash item that was paid in a prior period); and
(4) all other non-cash charges of the Company and its
consolidated Restricted Subsidiaries (excluding any such non-cash
charge to the extent that it represents an accrual of or reserve for
cash expenditures in any future period):
in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion)
that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at
the date of determination to be dividended to the Company by such Restricted
Subsidiary
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without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to such Restricted
Subsidiary or its stockholders.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Foreign Subsidiary" means any Restricted Subsidiary not
created or organized in the United States of America or any State thereof and
that conducts substantially all its operations outside of the United States.
"GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date, including those set
forth in (1) the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants, (2) statements and
pronouncements of the Financial Accounting Standards Board, (3) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (4) the rules and regulations of the SEC governing the
inclusion of financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC. All ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.
"Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person (1) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation of such Person (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services, to take-or-pay or to maintain
financial statement conditions or otherwise) or (2) entered into for the purpose
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); PROVIDED, HOWEVER, that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.
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<PAGE> 22
"Guarantor" means the Parent and each Subsidiary Guarantor.
"Guaranty" means the Parent Guaranty or any
Subsidiary Guaranty.
"Guaranty Agreement" means a supplemental indenture, in a form
satisfactory to the Trustee, pursuant to which a successor to Parent or
Fairchild California, or any Subsidiary Guarantor other than Fairchild
California, becomes subject to the applicable terms and conditions hereof.
"Hedging Obligations" of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement or Currency Agreement.
"Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books.
"Incur" means issue, assume, Guarantee, incur or otherwise
become liable for; PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Subsidiary at the time it becomes a Subsidiary. The term "Incurrence"
when used as a noun shall have a correlative meaning. The accretion of principal
of a non-interest bearing or other discount security shall not be deemed the
Incurrence of Indebtedness.
"Indebtedness" means, with respect to any Person on any date
of determination (without duplication):
(1) the principal of and premium (if any) in respect of (A)
indebtedness of such Person for money borrowed and (B) indebtedness
evidenced by notes, debentures, bonds or other similar instruments for
the payment of which such Person is responsible or liable;
(2) all Capital Lease Obligations of such Person and all
Attributable Debt in respect of Sale/Leaseback Transactions entered
into by such Person;
(3) all obligations of such Person issued or assumed as the
deferred purchase price of property, all conditional sale obligations
of such Person and all obligations of such Person under any title
retention agreement (but excluding trade accounts payable arising in
the ordinary course of business);
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<PAGE> 23
(4) all obligations of such Person for the reimbursement of
any obligor on any letter of credit, banker's acceptance or similar
credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in
clauses (1) through (3) above) entered into in the ordinary course of
business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the tenth Business Day following payment on
the letter of credit);
(5) the amount of all obligations of such Person with respect
to the redemption, repayment or other repurchase of any Disqualified
Stock or, with respect to any Subsidiary of such Person, the
liquidation preference with respect to, any Preferred Stock (but
excluding, in each case, any accrued dividends);
(6) all obligations of the type referred to in clauses (1)
through (5) of other Persons and all dividends of other Persons for the
payment of which, in either case, such Person is responsible or liable,
directly or indirectly, as obligor, guarantor or otherwise, including
by means of any Guarantee;
(7) all obligations of the type referred to in clauses (1)
through (6) of other Persons secured by any Lien on any property or
asset of such Person (whether or not such obligation is assumed by such
Person), the amount of such obligation being deemed to be the lesser of
the value of such property or assets or the amount of the obligation so
secured; and
(8) to the extent not otherwise included in this definition,
Hedging Obligations of such Person.
The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date; PROVIDED, HOWEVER, that
the amount outstanding at any time of any Indebtedness issued with original
issue discount shall be deemed to be the face amount of such Indebtedness less
the remaining unamortized portion of the original issue discount of such
indebtedness at such time as determined in accordance with GAAP.
"Indenture" means this Indenture as amended or supplemented
from time to time.
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<PAGE> 24
"Interest Rate Agreement" means in respect of a Person any
interest rate swap agreement, interest rate cap agreement or other financial
agreement or arrangement designed to protect such Person against fluctuations in
interest rates.
"Investment" in any Person means any direct or indirect
advance, loan (other than advances to customers in the ordinary course of
business that are recorded as accounts receivable on the balance sheet of the
lender) or other extensions of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account
or use of others), or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by such Person. For purposes of the
definition of "Unrestricted Subsidiary", the definition of "Restricted Payment"
and Section 4.04:
(1) "Investment" shall include the portion (proportionate to
the Company's equity interest in such Subsidiary) of the fair market
value of the net assets of any Subsidiary of the Company at the time
that such Subsidiary is designated an Unrestricted Subsidiary;
PROVIDED, HOWEVER, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have
a permanent "Investment" in an Unrestricted Subsidiary equal to an
amount (if positive) equal to (x) the Company's "Investment" in such
Subsidiary at the time of such redesignation less (y) the portion
(proportionate to the Company's equity interest in such Subsidiary) of
the fair market value of the net assets of such Subsidiary at the time
of such redesignation; and
(2) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith by the Board of
Directors.
"Issue Date" means the date on which the Initial Securities
are originally issued.
"Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).
"Net Available Cash" from an Asset Disposition means cash
payments received therefrom (including any cash
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<PAGE> 25
payments received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise and proceeds from the sale or other
disposition of any securities received as consideration, but only as and when
received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to such properties or assets or received in any other non-cash form), in each
case net of:
(1) all legal, title and recording tax expenses, commissions
and other fees and expenses incurred, and all Federal, state,
provincial, foreign and local taxes required to be accrued as a
liability under GAAP, as a consequence of such Asset Disposition;
(2) all payments made on any Indebtedness which is secured by
any assets subject to such Asset Disposition, in accordance with the
terms of any Lien upon or other security agreement of any kind with
respect to such assets, or which must by its terms, or in order to
obtain a necessary consent to such Asset Disposition, or by applicable
law, be repaid out of the proceeds from such Asset Disposition;
(3) all distributions and other payments required to be made
to minority interest holders in Subsidiaries or joint ventures as a
result of such Asset Disposition; and
(4) the deduction of appropriate amounts provided by the
seller as a reserve, in accordance with GAAP, against any liabilities
associated with the property or other assets disposed in such Asset
Disposition and retained by the Company or any Restricted Subsidiary
after such Asset Disposition.
"Net Cash Proceeds", with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.
"Obligations" means with respect to any Indebtedness all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements and other amounts payable pursuant to the documentation governing
such Indebtedness.
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<PAGE> 26
"Officer" means the Chairman of the Board, the President, any
Vice President, the Treasurer or the Secretary of the Company.
"Officers' Certificate" means a certificate signed by two
Officers.
"Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.
"Parent" means FSC Semiconductor Corporation, a Delaware
corporation.
"Parent Guaranty" means the Guaranty by Parent of the
Company's obligations with respect to the Securities contained herein.
"Permitted Holders" means (1) CVC, (2) any officer, employee
or director of CVC or any trust, partnership or other entity established solely
for the benefit of such officers, employees or directors, (3) any officer,
employee or director of Parent, the Company or any Subsidiary or any trust,
partnership or other entity established solely for the benefit of such officers,
employees or directors, and (4) in the case of any individual, any Permitted
Transferee of such individual (as defined in the Stockholders' Agreement),
except a Permitted Transferee by virtue of Section 3.4(b)(iv) thereof; PROVIDED,
HOWEVER, that in no event shall individuals collectively be deemed to be
"Permitted Holders" with respect to more than 30% of the total voting power of
Parent or the Company.
"Permitted Investment" means an Investment by the Company or
any Restricted Subsidiary in:
(1) a Restricted Subsidiary or a Person that will, upon the
making of such Investment, become a Restricted Subsidiary; PROVIDED,
HOWEVER, that the primary business of such Restricted Subsidiary is a
Related Business;
(2) another Person if as a result of such Investment such
other Person is merged or consolidated with or into, or transfers or
conveys all or substantially all its assets to, the Company or a
Restricted Subsidiary; PROVIDED, HOWEVER, that such Person's primary
business is a Related Business;
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<PAGE> 27
(3) Temporary Cash Investments;
(4) receivables owing to the Company or any Restricted
Subsidiary if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms;
PROVIDED, HOWEVER, that such trade terms may include such concessionary
trade terms as the Company or any such Restricted Subsidiary deems
reasonable under the circumstances;
(5) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary
course of business;
(6) loans or advances to employees made in the ordinary course
of business consistent with past practices of the Company or such
Restricted Subsidiary;
(7) stock, obligations or securities received in settlement of
debts created in the ordinary course of business and owing to the
Company or any Restricted Subsidiary or in satisfaction of judgments;
(8) any Person to the extent such Investment represents the
non-cash portion of the consideration received for an Asset Disposition
as permitted pursuant to Section 4.06;
(9) so long as no Default shall have occurred and be
continuing (or result therefrom), any Person engaged in a Related
Business in an aggregate amount which, when added together with the
amount of all the Investments made pursuant to this clause (9) which at
such time have not been repaid through repayments of loans or advances
or other transfers of assets, does not exceed $30.0 million.
"Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.
"Preferred Stock", as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) which
is preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
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<PAGE> 28
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.
"principal" of a Security means the principal of the Security
plus the premium, if any, payable on the Security which is due or overdue or is
to become due at the relevant time.
"Public Equity Offering" means an underwritten primary public
offering of common stock of (1) the Company or (2) the Parent (to the extent the
proceeds thereof are contemporaneously contributed to the Company), in each case
pursuant to an effective registration statement under the Securities Act.
"Purchase Price Note" means the promissory note, not to exceed
$455.0 million, of the Company and Fairchild Korea Semiconductor Ltd. to be
issued to Samsung Electronics Co., Ltd. on the Acquisition Closing Date for the
purchase price of the power device business of Samsung Electronics Co., Ltd.
"Refinance" means, in respect of any Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue other Indebtedness in exchange or replacement for, such indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.
"Refinancing Indebtedness" means Indebtedness that Refinances
any Indebtedness of the Company or any Restricted Subsidiary existing on the
Issue Date or Incurred in compliance with this Indenture, including Indebtedness
that Refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that (1) such
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced, (2) such Refinancing Indebtedness
has an Average Life at the time such Refinancing Indebtedness is Incurred that
is equal to or greater than the Average Life of the Indebtedness being
Refinanced and (3) such Refinancing Indebtedness has an aggregate principal
amount (or if Incurred with original issue discount, an aggregate issue price)
that is equal to or less than the aggregate principal amount (or if Incurred
with original issue discount, the aggregate accreted value) then outstanding or
committed (plus fees and expenses, including any premium and defeasance costs)
under the Indebtedness being Refinanced; PROVIDED FURTHER, HOWEVER, that
Refinancing Indebtedness shall not include (x) Indebtedness of a Subsidiary that
Refinances Indebtedness of the Company or (y) Indebtedness
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<PAGE> 29
of the Company or a Restricted Subsidiary that Refinances Indebtedness of an
Unrestricted Subsidiary.
"Related Business" means any business related, ancillary or
complementary to the businesses of the Company and the Restricted Subsidiaries
on the Issue Date.
"Representative" means any trustee, agent or representative
(if any) for an issue of Senior Indebtedness of the Company; PROVIDED, HOWEVER,
that if and for so long as any Senior Indebtedness lacks such a representative,
then the Representative for such Senior Indebtedness shall at all times be the
holders of a majority in outstanding principal amount of such Senior
Indebtedness.
"Restricted Payment" with respect to any Person means:
(1) the declaration or payment of any dividends or any other
distributions of any sort in respect of its Capital Stock (including
any payment in connection with any merger or consolidation involving
such Person) or similar payment to the direct or indirect holders of
its Capital Stock (other than dividends or distributions payable solely
in its Capital Stock (other than Disqualified Stock) and dividends or
distributions payable solely to the Company or a Restricted Subsidiary,
and other than pro rata dividends or other distributions made by a
Subsidiary that is not a Wholly Owned Subsidiary to minority
stockholders (or owners of an equivalent interest in the case of a
Subsidiary that is an entity other than a corporation));
(2) the purchase, redemption or other acquisition or
retirement for value of any Capital Stock of the Company held by any
Person or of any Capital Stock of a Restricted Subsidiary held by any
Affiliate of the Company (other than a Restricted Subsidiary),
including the exercise of any option to exchange any Capital Stock
(other than into Capital Stock of the Company that is not Disqualified
Stock);
(3) the purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value, prior to scheduled maturity,
scheduled repayment or scheduled sinking fund payment of any
Subordinated Obligations (other than the purchase, repurchase or other
acquisition of Subordinated Obligations purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final
maturity, in
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<PAGE> 30
each case due within one year of the date of acquisition); or
(4) the making of any Investment in any Person (other than a
Permitted Investment).
"Restricted Subsidiary" means any Subsidiary of the Company
that is not an Unrestricted Subsidiary.
"Revolving Credit Facilities" means the revolving credit
facility contained in the Credit Agreement and any other facility or financing
arrangement that Refinances or replaces, in whole or in part, any such revolving
credit facility.
"Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers such property to a Person and the Company or a Restricted
Subsidiary leases it from such Person.
"SEC" means the Securities and Exchange Commission.
"Secured Indebtedness" means any Indebtedness of the Company
secured by a Lien.
"Securities" means the Securities issued under this Indenture.
"Senior Indebtedness" of any Person means all (1) Bank
Indebtedness of or guaranteed by such Person, whether outstanding on the Issue
Date or thereafter Incurred, and (2) Indebtedness of such Person, whether
outstanding on the Issue Date or thereafter Incurred, including interest
thereon, in respect of (A) Indebtedness for money borrowed, (B) Indebtedness
evidenced by notes, debentures, bonds or other similar instruments for the
payment of which such Person is responsible or liable and (C) Hedging
Obligations, unless, in the case of (1) and (2), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligations are subordinate in right of payment to the obligations
under the Securities; PROVIDED, HOWEVER, that Senior Indebtedness shall not
include (i) any obligation of such Person to any subsidiary of such Person, (ii)
any liability for Federal, state, local or other taxes owed or owing by such
Person, (iii) any accounts payable or other liability to trade creditors arising
in the ordinary course of business (including guarantees thereof or instruments
evidencing such liabilities), (iv) any Indebted
23
<PAGE> 31
ness of such Person (and any accrued and unpaid interest in respect thereof)
which is subordinate or junior by its terms to any other Indebtedness or other
obligation of such Person (including, in the case of the Company, the Securities
and 10 1/8% Senior Subordinated Notes Due 2007 and, in the case of the Parent,
its 11.74% Subordinated Note due March 14, 2008 and 12.5% Subordinated PIK Note
due February 1, 2008) or (v) that portion of any Indebtedness which at the time
of Incurrence is Incurred in violation of this Indenture (but as to any such
Indebtedness under the Credit Agreement, no such violation shall be deemed to
exist if the Representative of the Lenders thereunder shall have received an
officers' certificate of the Company to the effect that the issuance of such
Indebtedness does not violate such covenant and setting forth in reasonable
detail the reasons therefor).
"Senior Subordinated Indebtedness" means (1) with respect to
the Company, the Securities, the 101/8% Senior Subordinated Notes Due 2007 and
any other Indebtedness of the Company that specifically provides that such
Indebtedness is to rank PARI PASSU with the Securities in right of payment and
is not subordinated by its terms in right of payment to any Indebtedness or
other obligation of the Company which is not Senior Indebtedness of the Company
and (2) with respect to the Parent or a Subsidiary Guarantor, their respective
Guarantees of the Securities and the 101/8% Senior Subordinated Notes Due 2007
and any other indebtedness of such Person that specifically provides that such
Indebtedness rank PARI PASSU with such Guarantee in respect of payment and is
not subordinated by its terms in respect of payment to any Indebtedness or other
obligation of such Person which is not Senior Indebtedness of such Person;
PROVIDED, HOWEVER, that Senior Subordinated Indebtedness shall not include, in
the case of the Parent, the 11.74% Subordinated Note due March 14, 2008.
"Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC.
"Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).
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"Sterling" means Sterling Holding Company LLC, a Delaware
limited liability company.
"Stockholders' Agreement" means the Securities Purchase and
Holders Agreement among the stockholders of Parent, as in effect on the Issue
Date.
"Subordinated Obligation" means any Indebtedness of the
Company or any Subsidiary Guarantor (whether outstanding on the Issue Date or
thereafter Incurred) which is subordinate or junior in right of payment to, in
the case of the Company, the Securities or, in the case of such Subsidiary
Guarantor, its Subsidiary Guaranty, pursuant to a written agreement to that
effect.
"Subsidiary" means, in respect of any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (1) such Person,
(2) such Person and one or more Subsidiaries of such Person or (3) one or more
Subsidiaries of such Person.
"Subsidiary Guarantor" means Fairchild California and any
other subsidiary of the Company that guarantees the Company's obligations with
respect to the Securities.
"Subsidiary Guaranty" means a Guarantee by a Subsidiary
Guarantor of the Company's obligations with respect to the Securities.
"Temporary Cash Investments" means any of the following:
(1) any investment in direct obligations of the United States
of America or any agency thereof or obligations guaranteed by the
United States of America or any agency thereof;
(2) investments in time deposit accounts, certificates of
deposit and money market deposits maturing within 180 days of the date
of acquisition thereof issued by a bank or trust company which is
organized under the laws of the United States of America, any state
thereof or any foreign country recognized by the United States of
America, and which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $50.0
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<PAGE> 33
million (or the foreign currency equivalent thereof) and has
outstanding debt that is rated "A" (or such similar equivalent rating)
or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act) or any
money-market fund sponsored by a registered broker dealer or mutual
fund distributor;
(3) repurchase obligations with a term of not more than 30
days for underlying securities of the types described in clause (1)
above entered into with a bank meeting the qualifications described in
clause (2) above;
(4) investments in commercial paper, maturing not more than 90
days after the date of acquisition, issued by a corporation (other than
an Affiliate of the Company) organized and in existence under the laws
of the United States of America or any foreign country recognized by
the United States of America with a rating at the time as of which any
investment therein is made of "P-1" (or higher) according to Moody's
Investors Service, Inc. or "A-1" (or higher) according to Standard and
Poor's Ratings Group; and
(5) investments in securities with maturities of six months or
less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States of America, or by
any political subdivision or taxing authority thereof, and rated at
least "A" by Standard & Poor's Ratings Group or "A" by Moody's
Investors Service, Inc.
"Term Loan Facilities" means the term loan facilities
contained in the Credit Agreement and any other facility or financing
arrangement that Refinances in whole or in part any such term loan facility.
"TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of this Indenture.
"Trustee" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor.
"Trust Officer" means the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.
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"Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.
"Unrestricted Subsidiary" means (1) any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below and (2) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate
any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of,
or owns or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; PROVIDED, HOWEVER, that either (A) the Subsidiary to be so
designated has total assets of $1,000 or less or (B) if such Subsidiary has
assets greater than $1,000, such designation would be permitted under Section
4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; PROVIDED, HOWEVER, that immediately after giving effect
to such designation (x) the Company could Incur $1.00 of additional Indebtedness
under Section 4.03(a) and (y) no Default shall have occurred and be continuing.
Any such designation by the Board of Directors shall be evidenced to the Trustee
by promptly filing with the Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.
"U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.
"Voting Stock" of a Person means all classes of Capital Stock
or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.
"Wholly Owned Subsidiary" means a Restricted Subsidiary all
the Capital Stock of which (other than directors' qualifying shares) is owned by
the Company or one or more Wholly Owned Subsidiaries.
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SECTION 1.02. OTHER DEFINITIONS.
DEFINED IN
TERM SECTION
---- ----------
"Affiliate Transaction" .................... 4.08
"Bankruptcy Law" ........................... 6.01
"Blockage Notice" .......................... 10.03
"covenant defeasance option" ............... 8.01(b)
"Custodian" ................................ 6.01
"Event of Default" ......................... 6.01
"Indenture Obligations" .................... 11.01
"legal defeasance option" .................. 8.01(b)
"Legal Holiday" ............................ 13.08
"Offer" .................................... 4.07(b)
"Offer Amount" ............................. 4.07(c)(2)
"Offer Period" ............................. 4.07(c)(2)
"pay its Guaranty" ......................... 12.03
"pay the Securities" ....................... 10.03
"Paying Agent" ............................. 2.03
"Payment Blockage Period" .................. 10.03
"Payment Default" .......................... 10.03
"Purchase Date" ............................ 4.07(c)(1)
"Registrar"................................. 2.03
"Successor Company" ........................ 5.01
SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE
ACT. This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:
"Commission" means the SEC;
"indenture securities" means the Securities and each Guaranty;
"indenture security holder" means a Securityholder;
"indenture to be qualified" means this Indenture;
"indenture trustee" or "institutional trustee" means the
Trustee; and
"obligor" on the indenture securities means the Company, each
Guarantor and any other obligor on the indenture securities.
All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another
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statute or defined by SEC rule have the meanings assigned to them by such
definitions.
SECTION 1.04. RULES OF CONSTRUCTION. Unless the context
otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
(3) "or" is not exclusive;
(4) "including" means including without limitation;
(5) words in the singular include the plural and words in the
plural include the singular;
(6) unsecured Indebtedness shall not be deemed to be
subordinate or junior to Secured Indebtedness merely by virtue of its
nature as unsecured Indebtedness;
(7) the principal amount of any noninterest bearing or other
discount security at any date shall be the principal amount thereof
that would be shown on a balance sheet of the issuer dated such date
prepared in accordance with GAAP;
(8) the principal amount of any Preferred Stock shall be (i)
the maximum liquidation value of such Preferred Stock or (ii) the
maximum mandatory redemption or mandatory repurchase price with
respect to such Preferred Stock, whichever is greater;
(9) all references to the date the Securities were originally
issued shall refer to the date the Initial Securities were originally
issued; and
(10) all references to any amount of interest or any other
amount payable on or with respect to any of the Securities shall be
deemed to include payment of any additional interest pursuant to the
Registration Rights Agreement (as defined in the Appendix).
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ARTICLE 2
THE SECURITIES
SECTION 2.01. FORM AND DATING. Provisions relating to the
Initial Securities, the Private Exchange Securities and the Exchange Securities
are set forth in the Rule 144A/Regulation S Appendix attached hereto (the
"Appendix") which is hereby incorporated in and expressly made part of this
Indenture. The Initial Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit 1 to the Appendix
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange Securities, the Private Exchange Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A,
which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). Each Security shall be dated the date of its authentication.
The terms of the Securities set forth in the Appendix and Exhibit A are part of
the terms of this Indenture.
SECTION 2.02. EXECUTION AND AUTHENTICATION. Two Officers shall
sign the Securities for the Company by manual or facsimile signature. The
Company's seal shall be impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.
If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates the Security, the Security
shall be valid nevertheless.
A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.
On the Issue Date, the Trustee shall authenticate and deliver
$300.0 million of 103/8% Senior Subordinated Notes Due 2007 and, at any time and
from time to time thereafter, the Trustee shall authenticate and deliver
Securities for original issue upon a written order of the Company signed by two
Officers or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company. Such order shall specify the amount of the
Securities to be
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authenticated and the date on which the original issue of Securities is to be
authenticated and, in the case of an issuance of Additional Securities pursuant
to Section 2.13 after the Issue Date, shall certify that such issuance is in
compliance with Section 4.03.
The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.
SECTION 2.03. REGISTRAR AND PAYING AGENT. The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent.
The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-registrar not a party to this Indenture,
which shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall
notify the Trustee of the name and address of any such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such
and shall be entitled to appropriate compensation therefor pursuant to Section
7.07. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent.
The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Securities.
SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST. Prior to
each due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and
interest when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of
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Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities and shall notify the
Trustee of any default by the Company in making any such payment, and while any
such default continues, the Trustee may require the Paying Agent to pay all
money held by it to the Trustee. If the Company or a Subsidiary acts as Paying
Agent, it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed by
the Paying Agent. Upon complying with this Section, the Paying Agent shall have
no further liability for the money delivered to the Trustee.
SECTION 2.05. SECURITYHOLDER LISTS. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Securityholders. If the Trustee is
not the Registrar, the Company shall furnish to the Trustee, in writing at least
five Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.
SECTION 2.06. TRANSFER AND EXCHANGE. The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of Section 8-401(1)
of the Uniform Commercial Code are met. When Securities are presented to the
Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met. To permit
registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's or co-registrar's
request. The Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with any transfer or
exchange pursuant to this Section. The Company shall not be required to make and
the Registrar need not register transfers or exchanges of Securities selected
for redemption (except, in the case of Securities to be redeemed in part, the
portion thereof not to be redeemed) or any Securities for a period of 15 days
before a selection of Securities to be redeemed or 15 days before an interest
payment date.
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Prior to the due presentation for registration of transfer of
any Security, the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to the provisions of the Securities with
respect to record dates) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.
All Securities issued upon any transfer or exchange pursuant
to the terms of this Indenture will evidence the same debt and will be entitled
to the same benefits under this Indenture as the Securities surrendered upon
such transfer or exchange.
SECTION 2.07. REPLACEMENT SECURITIES. If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.
Every replacement Security is an additional obligation of the
Company.
SECTION 2.08. OUTSTANDING SECURITIES. Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.
If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser, in which
case the replacement Security shall cease to be outstanding,
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subject to the provisions of Section 8-405 of the Uniform Commercial Code.
If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, and the Paying Agent is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.
SECTION 2.09. TEMPORARY SECURITIES. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.
SECTION 2.10 CANCELLATION. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy all Securities surrendered for registration of transfer, exchange,
payment or cancellation and deliver a certificate of such destruction to the
Company unless the Company directs the Trustee to deliver canceled Securities to
the Company. The Company may not issue new Securities to replace Securities it
has redeemed, paid or delivered to the Trustee for cancellation.
SECTION 2.11. DEFAULTED INTEREST. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.
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SECTION 2.12. CUSIP NUMBERS. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; PROVIDED, HOWEVER, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.
SECTION 2.13. ISSUANCE OF ADDITIONAL SECURITIES. The Company
shall be entitled, subject to its compliance with Section 4.03, to issue
Additional Securities under this Indenture which shall have identical terms as
the Initial Securities issued on the Issue Date, other than with respect to the
date of issuance, issue price and amount of interest payable on the first
payment date applicable thereto. The Initial Securities issued on the Issue
Date, any Additional Securities and all Exchange Securities or Private Exchange
Securities issued in exchange therefor shall be treated as a single class for
all purposes under this Indenture.
With respect to any Additional Securities, the Company shall
set forth in a resolution of the Board of Directors and an Officers'
Certificate, a copy of each which shall be delivered to the Trustee, the
following information:
(1) the aggregate principal amount of such Additional
Securities to be authenticated and delivered pursuant to this
Indenture;
(2) the issue price and the issue date of such Additional
Securities and the amount of interest payable on the first payment date
applicable thereto; PROVIDED, HOWEVER, that no Additional Securities
may be issued at a price that would cause such Additional Securities to
have "original issue discount" within the meaning of Section 1273 of
the Code; and
(3) whether such Additional Securities shall be transfer
restricted securities and issued in the form of Initial Securities as
set forth in the Appendix to this Indenture or shall be issued in the
form of Exchange Securities as set forth in Exhibit A.
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ARTICLE 3
REDEMPTION
SECTION 3.01. NOTICES TO TRUSTEE. If the Company elects to
redeem the Securities pursuant to paragraph 5 of the Securities or is required
to redeem the Securities pursuant to paragraph 6 of the Securities, it shall
notify the Trustee in writing of the redemption date, the principal amount of
Securities to be redeemed and the paragraph of the Securities pursuant to which
the redemption will occur.
Except as described under the second paragraph of Section 3.03
the Company shall give each notice to the Trustee provided for in this Section
at least 45 days before the redemption date unless the Trustee consents to a
shorter period. Such notice shall be accompanied by an Officers' Certificate and
an Opinion of Counsel from the Company to the effect that such redemption will
comply with the conditions herein.
SECTION 3.02. SELECTION OF SECURITIES TO BE REDEEMED. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee in its sole discretion considers to be fair and appropriate. The Trustee
shall make the selection from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the principal of
Securities that have denominations larger than $1,000. Securities and portions
of them the Trustee selects shall be in amounts of $1,000 or a whole multiple of
$1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.
SECTION 3.03. NOTICE OF REDEMPTION. At least 30 days but not
more than 60 days before a date for an optional redemption of Securities, the
Company shall mail a notice of redemption by first-class mail to each Holder of
Securities to be redeemed at such Holder's registered address.
The Issuer will prepare and deliver to the Trustee the notice
of the Special Redemption on or prior to the Business Day immediately preceding,
and the Trustee will send by first class mail a copy of such notice to the
Holders of the Securities on or prior to, April 26, 1999.
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The notice shall identify the Securities to be redeemed and
shall state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption must be surrendered
to the Paying Agent to collect the redemption price;
(5) if fewer than all the outstanding Securities are to be
redeemed, the identification and principal amounts of the particular
Securities to be redeemed;
(6) that, unless the Company defaults in making such
redemption payment or the Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture, interest on Securities
(or portion thereof) called for redemption ceases to accrue on and
after the redemption date;
(7) the paragraph of the Securities pursuant to which the
Securities called for redemption are being redeemed; and
(8) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed
on the Securities.
At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.
SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date). Failure to give
notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder.
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SECTION 3.05. DEPOSIT OF REDEMPTION PRICE. Prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust)
money sufficient to pay the redemption price of and accrued interest (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date) on all Securities to be
redeemed on that date other than Securities or portions of Securities called for
redemption which have been delivered by the Company to the Trustee for
cancellation.
SECTION 3.06. SECURITIES REDEEMED IN PART. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security
surrendered.
ARTICLE 4
COVENANTS
SECTION 4.01. PAYMENT OF SECURITIES. The Company shall
promptly pay the principal of and interest on the Securities on the dates and in
the manner provided in the Securities and in this Indenture. Principal and
interest shall be considered paid on the date due if on such date the Trustee or
the Paying Agent holds in accordance with this Indenture money sufficient to pay
all principal and interest then due and the Trustee or the Paying Agent, as the
case may be, is not prohibited from paying such money to the Securityholders on
that date pursuant to the terms of this Indenture.
The Company shall pay interest on overdue principal at the
rate specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.
SECTION 4.02. SEC REPORTS. Whether or not subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will file with the SEC and provide the Trustee and Securityholders with such
annual reports and such information, documents and other reports as are
specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S.
corporation subject to such Sections at the times specified for such filings
under such Sections; PROVIDED, HOWEVER that the Company will not be required to
file any reports, documents or other information
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if the SEC will not accept such a filing. The Company also shall comply with the
other provisions of TIA Section 314(a).
SECTION 4.03. LIMITATION ON INDEBTEDNESS. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Indebtedness except that the Company may Incur Indebtedness if,
after giving effect thereto, the Consolidated Coverage Ratio exceeds 2.0 to 1.0.
(b) Notwithstanding the foregoing paragraph (a), the Company
and its Restricted Subsidiaries may Incur any or all of the following
Indebtedness:
(1) Indebtedness of the Company or any Restricted Subsidiary
Incurred pursuant to the Revolving Credit Facilities; PROVIDED,
HOWEVER, that, immediately after giving effect to any such Incurrence,
the aggregate principal amount of all Indebtedness incurred under this
clause (1) and then outstanding does not exceed the greater of (A)
$100.0 million and (B) the sum of 50% of the book value of the
inventory of the Company and its Restricted Subsidiaries and 65% of the
book value of the accounts receivables of the Company and its
Restricted Subsidiaries;
(2) Indebtedness of the Company Incurred pursuant to the Term
Loan Facilities; PROVIDED, HOWEVER, that, after giving effect to any
such Incurrence, the aggregate principal amount of all Indebtedness
Incurred under this clause (2) and then outstanding does not exceed
$310.0 million less the aggregate sum of all principal payments
actually made from time to time after the Issue Date with respect to
such Indebtedness (other than principal payments made from any
permitted Refinancings thereof);
(3) Indebtedness of the Company or any Restricted Subsidiary
owed to and held by the Company or a Wholly Owned Subsidiary; PROVIDED,
HOWEVER, that any subsequent issuance or transfer of any Capital Stock
which results in any such Wholly Owned Subsidiary ceasing to be a
Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness
(other than to the Company or another Wholly Owned Subsidiary) shall be
deemed, in each case, to constitute the Incurrence of such Indebtedness
by the issuer thereof;
(4) Indebtedness of the Company or any Restricted Subsidiary
owed to and held by any Restricted Subsidiary (other than a Wholly
Owned Subsidiary);
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PROVIDED, HOWEVER, that (A) any such Indebtedness shall be unsecured
Subordinated Obligations of the Company or such Restricted Subsidiary,
as applicable, and (B) any subsequent issuance or transfer of any
Capital Stock of such Restricted Subsidiary or any subsequent transfer
of such Indebtedness (other than to the Company, a Wholly Owned
Subsidiary or another Restricted Subsidiary) shall be deemed to
constitute the Incurrence of such Indebtedness by the issuer thereof;
(5) the Securities (other than Additional
Securities) and the Purchase Price Note;
(6) Indebtedness outstanding on the Issue Date (other than
Indebtedness described in clause (1), (2), (3), (4) or (5) of this
Section 4.03(b));
(7) Refinancing Indebtedness in respect of Indebtedness
Incurred pursuant to Section 4.03(a) or pursuant to clause (5) or (6)
of this Section 4.03(b) or this clause (7);
(8) Hedging Obligations of the Company or any Restricted
Subsidiary under or with respect to Interest Rate Agreements and
Currency Agreements entered into in the ordinary course of business and
not for the purpose of speculation;
(9) Indebtedness of the Company or any Restricted Subsidiary
in respect of performance bonds and surety or appeal bonds entered into
by the Company and the Restricted Subsidiaries in the ordinary course
of their business;
(10) Indebtedness consisting of the Subsidiary Guaranties and
the Guarantees of Indebtedness Incurred pursuant to paragraph (a) or
pursuant to clause (1), (2), (5), (6) or (7) above or (15) below;
(11) Indebtedness of the Company or any Restricted Subsidiary
arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument inadvertently (except in the case of
daylight overdrafts) drawn against insufficient funds in the ordinary
course of business, provided that such Indebtedness is satisfied within
five business days of Incurrence;
(12) Indebtedness consisting of Capital Lease Obligations in
an aggregate principal amount which, when added together with the
amount of indebtedness
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incurred pursuant to this clause (12) and then outstanding, does not
exceed $15.0 million; PROVIDED, HOWEVER, that the assets subject to the
related capital lease are not owned or used by the Company or any
Restricted Subsidiary on the Issue Date or on the Acquisition Closing
Date;
(13) Indebtedness of the Company or any Restricted Subsidiary
consisting of indemnification, adjustment of purchase price or similar
obligations, in each case incurred in connection with the disposition
of any assets of the Company or any Restricted Subsidiary in a
principal amount not to exceed the gross proceeds actually received by
the Company or any Restricted Subsidiary in connection with such
disposition;
(14) Indebtedness of a Foreign Subsidiary Incurred to finance
the purchase, lease or improvement of property (real or personal) or
equipment, in each case incurred no more than 180 days after such
purchase, lease or improvement of such property, and any Refinancing
Indebtedness in respect of such Indebtedness; PROVIDED, HOWEVER, that,
except in the case of the Incurrence of any such Refinancing
Indebtedness, at the time of the Incurrence of such Indebtedness and
after giving effect thereto, (i) the Company would be able to Incur an
additional $1.00 of Indebtedness pursuant to paragraph (a) above and
(ii) the aggregate amount of all Indebtedness Incurred pursuant to this
clause (14) and then outstanding (including any such Refinancing
Indebtedness) shall not exceed 20% of Consolidated Net Tangible Assets
as of the end of the most recent fiscal quarter ending at least 45 days
prior to the date of such Incurrence; and
(15) Indebtedness of the Company in an aggregate principal
amount which, together with all other Indebtedness of the Company and
the Restricted Subsidiaries outstanding on the date of such Incurrence
(other than Indebtedness permitted by clauses (1) through (14) of this
Section 4.03(b) or Section 4.03(a)) does not exceed $50.0 million.
(c) Notwithstanding the foregoing, the Company shall not, and
shall not permit any Restricted Subsidiary to, Incur any Indebtedness pursuant
to Section 4.03(b) if the proceeds thereof are used, directly or indirectly, to
Refinance any Subordinated Obligations unless such Indebtedness shall be
subordinated to the Securities or the
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relevant Subsidiary Guaranty, as applicable, to at least the same extent as such
Subordinated Obligations.
(d) For purposes of determining compliance with this Section
4.03, (1) in the event that an item of Indebtedness meets the criteria of more
than one of the types of Indebtedness described herein, the Company, in its sole
discretion, will classify such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one of the above clauses and
(2) an item of Indebtedness may be divided and classified in more than one of
the types of Indebtedness described herein.
(e) Notwithstanding Section 4.03(a) or 4.03(b), the Company
shall not, and shall not permit any Subsidiary Guarantor to, Incur (1) any
Indebtedness if such Indebtedness is subordinate or junior in ranking in any
respect to any Senior Indebtedness of the Company or such Subsidiary Guarantor,
as applicable, unless such Indebtedness is Senior Subordinated Indebtedness or
is expressly subordinated in right of payment to Senior Subordinated
Indebtedness or (2) any Secured Indebtedness (other than trade payables incurred
in the ordinary course of business) that is not Senior Indebtedness unless
contemporaneously therewith effective provision is made to secure the Securities
or the relevant Subsidiary Guaranty, as applicable, equally and ratably with
such Secured Indebtedness for so long as such Secured Indebtedness is secured by
a Lien.
SECTION 4.04. LIMITATION ON RESTRICTED PAYMENTS. (a) The
Company shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make a Restricted Payment if at the time the Company or such
Restricted Subsidiary makes such Restricted Payment:
(1) a Default shall have occurred and be continuing (or
would result therefrom);
(2) the Company is not able to Incur an additional $1.00 of
Indebtedness under Section 4.03(a); or
(3) the aggregate amount of such Restricted Payment and all
other Restricted Payments since the Issue Date would exceed the sum of:
(A) 50% of the Consolidated Net Income accrued during
the period (treated as one accounting period) from the
beginning of the fiscal quarter immediately following the
fiscal quarter during which the Securities are originally
issued
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to the end of the most recent fiscal quarter ending at least
45 days (or, if less, the number of days after the end of such
fiscal quarter as the consolidated financial statements of the
Company shall be provided to Securityholders hereunder) prior
to the date of such Restricted Payment (or, in case such
Consolidated Net Income shall be a deficit, minus 100% of such
deficit);
(B) the aggregate Net Cash Proceeds received by the
Company from the issuance or sale of its Capital Stock (other
than Disqualified Stock) subsequent to the Issue Date (other
than an issuance or sale to a Subsidiary of the Company and
other than an issuance or sale to an employee stock ownership
plan or to a trust established by the Company or any of its
Subsidiaries for the benefit of their employees to the extent
that the purchase by such plan or trust is financed by
Indebtedness of such plan or trust to the Company or any
Subsidiary or Indebtedness Guaranteed by the Company or any
Subsidiary);
(C) the amount by which Indebtedness of the Company
or any Restricted Subsidiary is reduced on the Company's
consolidated balance sheet upon the conversion or exchange
(other than by a Subsidiary of the Company) subsequent to the
Issue Date of any Indebtedness of the Company or any
Restricted Subsidiary convertible or exchangeable for Capital
Stock (other than Disqualified Stock) of the Company (less the
amount of any cash, or the fair value of any other property,
distributed by the Company or any Restricted Subsidiary upon
such conversion or exchange); and
(D) an amount equal to the sum of (i) the net
reduction in Investments in Unrestricted Subsidiaries
resulting from dividends, repayments of loans or advances or
other transfers of assets subsequent to the Issue Date, in
each case to the Company or any Restricted Subsidiary from
Unrestricted Subsidiaries, and (ii) the portion (proportionate
to the Company's equity interest in such Subsidiary) of the
fair market value of the net assets of an Unrestricted
Subsidiary at the time such Unrestricted Subsidiary is
designated a Restricted Subsidiary; PROVIDED, HOWEVER, that
the foregoing sum shall not exceed, in the case of any
Unrestricted Subsidiary, the amount of Investments previously
made (and treated as a Restricted
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<PAGE> 51
Payment) by the Company or any Restricted Subsidiary in such
Unrestricted Subsidiary.
(b) The provisions of Section 4.04(a) shall not prohibit:
(1) any Restricted Payment made by exchange for, or out of the
proceeds of the substantially concurrent sale of, Capital Stock of the
Company (other than Disqualified Stock and other than Capital Stock
issued or sold to a Subsidiary of the Company or an employee stock
ownership plan or to a trust established by the Company or any of its
Subsidiaries for the benefit of their employees to the extent that the
purchase by such plan or trust is financed by Indebtedness of such plan
or trust to the Company or any Subsidiary of the Company or
Indebtedness Guaranteed by the Company or any Subsidiary of the
Company); PROVIDED, HOWEVER, that (A) such Restricted Payment shall be
excluded in the calculation of the amount of Restricted Payments and
(B) the Net Cash Proceeds from such sale shall be excluded from the
calculation of amounts under clause (3)(B) of Section 4.04(a);
(2) any purchase, repurchase, redemption, defeasance or other
acquisition or retirement for value of Subordinated Obligations made by
exchange for, or out of the proceeds of the substantially concurrent
sale of, Indebtedness which is permitted to be Incurred pursuant to
Section 4.03; PROVIDED, HOWEVER, that such purchase, repurchase,
redemption, defeasance or other acquisition or retirement for value
shall be excluded in the calculation of the amount of Restricted
Payments;
(3) any purchase or redemption of Disqualified Stock of the
Company or a Restricted Subsidiary made by exchange for, or out of the
proceeds of the substantially concurrent sale of, Disqualified Stock of
the Company or a Restricted Subsidiary which is permitted to be
Incurred pursuant to Section 4.03; PROVIDED, HOWEVER, that such
purchase or redemption shall be excluded in the calculation of the
amount of Restricted Payments;
(4) any purchase or redemption of Subordinated Obligations
from Net Available Cash to the extent permitted by Section 4.06;
PROVIDED, HOWEVER, that such purchase or redemption shall be excluded
in the calculation of the amount of Restricted Payments;
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<PAGE> 52
(5) upon the occurrence of a Change of Control and within 60
days after the completion of the offer to repurchase the Securities
pursuant to Section 4.09 (including the purchase of the Securities
tendered), any purchase or redemption of Subordinated Obligations
required pursuant to the terms thereof as a result of such Change of
Control at a purchase or redemption price not to exceed the outstanding
principal amount thereof, plus accrued and unpaid interest (if any);
PROVIDED, HOWEVER, that (A) at the time of such purchase or redemption
no Default shall have occurred and be continuing (or would result
therefrom), (B) the Company would be able to Incur an additional $1.00
of Indebtedness pursuant to Section 4.03(a) after giving pro forma
effect to such Restricted Payment and (C) such purchase or redemption
shall be included in the calculation of the amount of Restricted
Payments;
(6) dividends paid within 60 days after the date of
declaration thereof if at such date of declaration such dividend would
have complied with Section 4.04(a)); PROVIDED, HOWEVER, that at the
time of payment of such dividend, no other Default shall have occurred
and be continuing (or result therefrom); PROVIDED FURTHER, HOWEVER,
that such dividend shall be included in the calculation of the amount
of Restricted Payments;
(7) the repurchase or other acquisition of shares of, or
options to purchase shares of, common stock of the Company or any of
its Subsidiaries from employees, former employees, directors or former
directors of the Company or any of its Subsidiaries (or permitted
transferees of such employees, former employees, directors or former
directors), pursuant to the terms of the agreements (including
employment agreements) or plans (or amendments thereto) approved by the
Board of Directors under which such individuals purchase or sell or are
granted the option to purchase or sell, shares of such common stock;
PROVIDED, HOWEVER, that the aggregate amount of such repurchases and
other acquisitions shall not exceed the sum of $7.0 million and the Net
Cash Proceeds from the sale of Capital Stock to members of management
or directors of the Company and its Subsidiaries that occurs after the
Issue Date (to the extent the Net Cash Proceeds from the sale of such
Capital Stock have not otherwise been applied to the payment of
Restricted Payments by virtue of clause (3)(B) of Section 4.04(a);
PROVIDED FURTHER, HOWEVER, that (A) such repurchases shall be excluded
in the calculation of the amount of Restricted Payments
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<PAGE> 53
and (B) the Net Cash Proceeds from such sale shall be excluded from the
calculation of amounts under clause (3)(B) of Section 4.04(a);
(8) dividends or advances to Parent in an amount necessary to
pay holding company expenses, such amount not to exceed $500,000 in any
fiscal year of the Company; PROVIDED, HOWEVER, that such dividends and
advances shall be excluded in the calculation of the amount of
Restricted Payments; or
(9) Restricted Payments not exceeding $25.0 million in the
aggregate; PROVIDED, HOWEVER, that (A) at the time of such Restricted
Payments, no Default shall have occurred and be continuing (or would
result therefrom) and (B) such Restricted Payments shall be included in
the calculation of the amount of Restricted Payments.
SECTION 4.05. LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM
RESTRICTED SUBSIDIARIES. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock to the Company or a Restricted Subsidiary or pay any
Indebtedness owed to the Company, (b) make any loans or advances to the Company
or (c) transfer any of its property or assets to the Company, except:
(1) any encumbrance or restriction pursuant to an agreement in
effect at or entered into on the Issue Date or, in the case of the
Credit Agreement, as in effect on the Acquisition Closing Date;
(2) any encumbrance or restriction with respect to a
Restricted Subsidiary pursuant to an agreement relating to any
Indebtedness Incurred by such Restricted Subsidiary on or prior to the
date on which such Restricted Subsidiary was acquired by the Company
(other than Indebtedness Incurred as consideration in, or to provide
all or any portion of the funds or credit support utilized to
consummate, the transaction or series of related transactions pursuant
to which such Restricted Subsidiary became a Restricted Subsidiary or
was acquired by the Company) and outstanding on such date;
(3) any encumbrance or restriction pursuant to an agreement
effecting a Refinancing of Indebtedness
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<PAGE> 54
Incurred pursuant to an agreement referred to in clause (1) or (2) of
this Section 4.05 or this clause (3) or contained in any amendment to
an agreement referred to in clause (1) or (2) of this Section 4.05 or
this clause (3); PROVIDED, HOWEVER, that the encumbrances and
restrictions with respect to such Restricted Subsidiary contained in
any such refinancing agreement or amendment are no more restrictive in
any material respect than the encumbrances and restrictions with
respect to such Restricted Subsidiary contained in such agreements;
(4) any such encumbrance or restriction consisting of
customary nonassignment provisions in leases governing leasehold
interests to the extent such provisions restrict the transfer of the
lease or the property leased thereunder;
(5) in the case of clause (c) above, restrictions contained in
security agreements or mortgages securing Indebtedness of a Restricted
Subsidiary to the extent such restrictions restrict the transfer of the
property subject to such security agreements or mortgages;
(6) any restriction with respect to a Restricted Subsidiary
imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all the Capital Stock or assets of
such Restricted Subsidiary pending the closing of such sale or
disposition; and
(7) any restriction in any agreement that is not more
restrictive than the restrictions under the terms of the Credit
Agreement as in effect on the Acquisition Closing Date.
SECTION 4.06. LIMITATION ON SALES OF ASSETS AND
SUBSIDIARY STOCK. (a) The Company shall not, and shall not
permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Disposition unless:
(1) the Company or such Restricted Subsidiary receives
consideration at the time of such Asset Disposition at least equal to
the fair market value (including as to the value of all non-cash
consideration), as determined in good faith by the Board of Directors,
of the shares and assets subject to such Asset Disposition;
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<PAGE> 55
(2) at least 85% of the consideration thereof received by the
Company or such Restricted Subsidiary is in the form of cash or cash
equivalents; and
(3) an amount equal to 100% of the Net Available Cash from
such Asset Disposition is applied by the Company (or such Restricted
Subsidiary, as the case may be):
(A) FIRST, to the extent the Company elects (or is required by
the terms of any Indebtedness), to prepay, repay, redeem or purchase
Senior Indebtedness or Indebtedness (other than any Disqualified Stock)
of a Wholly Owned Subsidiary (in each case other than Indebtedness owed
to the Company or an Affiliate of the Company) within one year from the
later of the date of such Asset Disposition and the receipt of such Net
Available Cash;
(B) SECOND, to the extent of the balance of such Net Available
Cash after application in accordance with clause (A), to the extent the
Company elects, to acquire Additional Assets within one year from the
later of the date of such Asset Disposition and the receipt of such Net
Available Cash;
(C) THIRD, to the extent of the balance of such Net Available
Cash after application in accordance with clauses (A) and (B), to make
an Offer to the holders of the Securities (and to holders of other
Senior Subordinated Indebtedness designated by the Company) to purchase
Securities (and such other Senior Subordinated Indebtedness) pursuant
to and subject to the conditions of Section 4.06(b); and
(D) FOURTH, to the extent of the balance of such Net Available
Cash after application in accordance with clauses (A), (B) and (C), to
(x) the acquisition by the Company or any Wholly Owned Subsidiary of
Additional Assets or (y) the prepayment, repayment or purchase of
Indebtedness (other than any Disqualified Stock) of the Company (other
than Indebtedness owed to an Affiliate of the Company) or Indebtedness
of any Subsidiary (other than Indebtedness owed to the Company or an
Affiliate of the Company),
in each case within one year from the later of the receipt of such Net Available
Cash and the date the offer described in Section 4.06(b) is consummated;
PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase
of Indebtedness pursuant to clause (A), (C) or (D) above, the
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Company or such Restricted Subsidiary shall permanently retire such Indebtedness
and shall cause the related loan commitment (if any) to be permanently reduced
in an amount equal to the principal amount so prepaid, repaid or purchased.
Notwithstanding the foregoing provisions of this Section 4.06, the Company and
the Restricted Subsidiaries shall not be required to apply any Net Available
Cash in accordance with this Section 4.06(a) except to the extent that the
aggregate Net Available Cash from all Asset Dispositions which are not applied
in accordance with this Section 4.06(a) exceeds $10.0 million. Pending
application of Net Available Cash pursuant to this Section 4.06(a), such Net
Available Cash shall be invested in Permitted Investments or used to reduce
loans outstanding under any revolving credit facility.
For the purposes of this Section 4.06, the following are
deemed to be cash or cash equivalents: (x) the assumption of Indebtedness of the
Company or any Restricted Subsidiary and the release of the Company or such
Restricted Subsidiary from all liability on such Indebtedness in connection with
such Asset Disposition and (y) securities received by the Company or any
Restricted Subsidiary from the transferee that are promptly converted by the
Company or such Restricted Subsidiary into cash.
(b) In the event of an Asset Disposition that requires the
purchase of Securities (and other Senior Subordinated Indebtedness) pursuant to
Section 4.06(a)(3)(C), the Company shall be required to purchase Securities
tendered pursuant to an offer by the Company for the Securities (and other
Senior Subordinated Indebtedness) (the "Offer") at a purchase price of 100% of
their principal amount (without premium) plus accrued but unpaid interest (or,
in respect of such other Senior Subordinated Indebtedness, such lesser price, if
any, as may be provided for by the terms of such Senior Subordinated
Indebtedness) in accordance with the procedures (including prorating in the
event of oversubscription) set forth in Section 4.06(c). If the aggregate
purchase price of Securities (and any other Senior Subordinated Indebtedness)
tendered pursuant to the Offer is less than the Net Available Cash allotted to
the purchase thereof, the Company shall be required to apply the remaining Net
Available Cash in accordance with Section 4.06(a)(3)(D). If the aggregate
purchase price of the Securities (and any other Senior Subordinated
Indebtedness) tendered exceeds the Net Available Cash allotted to the purchase
thereof, the Company will select the Securities (and any other Senior
Subordinated Indebtedness) to be purchased on a pro rata basis but in
denominations of $1,000 or multiples thereof. The Company shall not be required
to
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make an Offer to purchase Securities (and other Senior Subordinated
Indebtedness) pursuant to this Section 4.06 if the Net Available Cash available
therefor is less than $10.0 million (which lesser amount shall be carried
forward for purposes of determining whether such an Offer is required with
respect to the Net Available Cash from any subsequent Asset Disposition).
(c) (1) Promptly, and in any event within 10 days after the
Company becomes obligated to make an Offer, the Company shall be obligated to
deliver to the Trustee and send, by first-class mail to each Holder, a written
notice stating that the Holder may elect to have his Securities purchased by the
Company either in whole or in part (subject to prorating as hereinafter
described in the event the Offer is oversubscribed) in integral multiples of
$1,000 of principal amount, at the applicable purchase price. The notice shall
specify a purchase date not less than 30 days nor more than 60 days after the
date of such notice (the "Purchase Date") and shall contain such information
concerning the business of the Company which the Company in good faith believes
will enable such Holders to make an informed decision (which at a minimum will
include (i) the most recently filed Annual Report on Form 10-K (including
audited consolidated financial statements) of the Company, the most recent
subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form
8-K of the Company filed subsequent to such Quarterly Report, other than Current
Reports describing Asset Dispositions otherwise described in the offering
materials (or corresponding successor reports or, until such time as the Company
shall become subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, a corresponding report prepared pursuant to Section 4.02), (ii) a
description of material developments in the Company's business subsequent to the
date of the latest of such Reports, and (iii) if material, appropriate pro forma
financial information) and all instructions and materials necessary to tender
Securities pursuant to the Offer, together with the information contained in
clause (3).
(2) Not later than the date upon which written notice of an
Offer is delivered to the Trustee as provided above, the Company shall deliver
to the Trustee an Officers' Certificate as to (i) the amount of the Offer (the
"Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset
Dispositions pursuant to which such Offer is being made and (iii) the compliance
of such allocation with the provisions of Section 4.06(a). On such date, the
Company shall also irrevocably deposit with the Trustee or with a paying agent
other than the Company in Temporary Cash
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Investments, maturing on the last day prior to the Purchase Date or on the
Purchase Date if funds are immediately available by open of business, an amount
equal to the Offer Amount to be held for payment in accordance with the
provisions of this Section. Upon the expiration of the period for which the
Offer remains open (the "Offer Period"), the Company shall deliver to the
Trustee for cancellation the Securities or portions thereof which have been
properly tendered to and are to be accepted by the Company. The Trustee shall,
on the Purchase Date, mail or deliver payment to each tendering Holder in the
amount of the purchase price. In the event that the aggregate purchase price of
the Securities delivered by the Company to the Trustee is less than the Offer
Amount, the Trustee shall deliver the excess to the Company immediately after
the expiration of the Offer Period for application in accordance with this
Section.
(3) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days
prior to the Purchase Date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives, not later than one Business Day prior to
the Purchase Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Security purchased. If at the expiration
of the Offer Period the aggregate principal amount of Securities (and any other
Senior Subordinated Indebtedness included in the Offer) surrendered pursuant to
the Offer exceeds the Offer Amount, the Company shall select the Securities and
other Senior Subordinated Indebtedness to be purchased on a pro rata basis (with
such adjustments as may be deemed appropriate by the Company so that only
Securities and other Senior Subordinated Indebtedness in denominations of
$1,000, or integral multiples thereof, shall be purchased). Holders whose
Securities are purchased only in part shall be issued new Securities equal in
principal amount to the unpurchased portion of the Securities surrendered.
(4) At the time the Company delivers Securities to the Trustee
which are to be accepted for purchase, the Company shall also deliver an
Officers' Certificate stating that such Securities are to be accepted by the
Company pursuant to and in accordance with the terms of this Section 4.06. A
Security shall be deemed to have been accepted for purchase at the time the
Trustee, directly or through an
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agent, mails or delivers payment therefor to the surrendering Holder.
(d) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to
this Section. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section by virtue thereof.
SECTION 4.07. LIMITATION ON AFFILIATE TRANSACTIONS. (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, enter into
or permit to exist any transaction (including the purchase, sale, lease or
exchange of any property, employee compensation arrangements or the rendering of
any service) with any Affiliate of the Company (an "Affiliate Transaction")
unless the terms thereof:
(1) are no less favorable to the Company or such Restricted
Subsidiary than those that could be obtained at the time of such
transaction in arm's-length dealings with a Person who is not such an
Affiliate;
(2) if such Affiliate Transaction involves an amount in excess
of $1.0 million, (A) are set forth in writing and (B) have been
approved by a majority of the members of the Board of Directors having
no personal stake in such Affiliate Transaction; and
(3) if such Affiliate Transaction involves an amount in excess
of $10.0 million, have been determined by (A) a nationally recognized
investment banking firm to be fair, from a financial standpoint, to the
Company and its Restricted Subsidiaries or (B) an accounting or
appraisal firm nationally recognized in making such determinations to
be on terms that are not less favorable to the Company and its
Restricted Subsidiaries than the terms that could be obtained in an
arm's-length transaction from a Person that is not an Affiliate of the
Company.
(b) The provisions of Section 4.07(a) shall not prohibit:
(1) any Restricted Payment permitted to be paid
pursuant to Section 4.04;
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(2) any issuance of securities, or other payments, awards or
grants in cash, securities or otherwise pursuant to, or the funding of,
employment arrangements, stock options and stock ownership plans
approved by the Board of Directors;
(3) the grant of stock options or similar rights to employees
and directors of the Company pursuant to plans approved by the Board of
Directors;
(4) loans or advances to employees in the ordinary course of
business in accordance with the past practices of the Company or its
Restricted Subsidiaries, but in any event not to exceed $5.0 million in
the aggregate outstanding at any one time;
(5) reasonable fees, compensation or employee benefit
arrangements to and indemnity provided for the benefit of directors,
officers or employees of the Company or any Subsidiary in the ordinary
course of business;
(6) any Affiliate Transaction between the Company
and a Wholly Owned Subsidiary or between Wholly Owned
Subsidiaries;
(7) any Affiliate Transaction with National Semiconductor
Corporation pursuant to written agreements in effect on the Issue Date
and as amended, renewed or extended from time to time; PROVIDED,
HOWEVER, that any such amendment, renewal or extension shall not
contain terms which are materially less favorable to the Company than
those in the agreements in effect on the Issue Date; and
(8) the issuance or sale of any Capital Stock (other than
Disqualified Stock) of the Company.
SECTION 4.08. LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL
STOCK OF RESTRICTED SUBSIDIARIES. The Company shall not sell or otherwise
dispose of any Capital Stock of a Restricted Subsidiary, and shall not permit
any Restricted Subsidiary, directly or indirectly, to issue or sell or otherwise
dispose of any of its Capital Stock except:
(1) to the Company or a Wholly Owned Subsidiary;
(2) if, immediately after giving effect to such issuance, sale
or other disposition, neither the Company nor any of its Subsidiaries
own any Capital Stock of such Restricted Subsidiary;
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(3) if, immediately after giving effect to such issuance, sale
or other disposition, such Restricted Subsidiary would no longer
constitute a Restricted Subsidiary and any Investment in such Person
remaining after giving effect thereto would have been permitted to be
made under the covenant described in Section 4.04 if made on the date
of such issuance, sale or other disposition; or
(4) directors' qualifying shares.
SECTION 4.09. CHANGE OF CONTROL. (a) Upon the occurrence of a
Change of Control, each Holder shall have the right to require that the Company
repurchase such Holder's Securities at a purchase price in cash equal to 101% of
the principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date), in
accordance with the terms contemplated in Section 4.09(b). In the event that at
the time of such Change of Control the terms of any Senior Indebtedness of the
Company restrict or prohibit any offer pursuant to this Section or the
repurchase of Securities pursuant to this Section, then prior to the mailing of
the notice to Holders provided for in Section 4.09(b) below but in any event
within 30 days following any Change of Control, the Company shall (1) repay in
full all such Senior Indebtedness or offer to repay in full all such Senior
Indebtedness and repay such Senior Indebtedness of each lender who has accepted
such offer or (2) obtain the requisite consent under the agreements governing
such Senior Indebtedness to permit the repurchase of the Securities as provided
for in Section 4.09(b). The Company must first comply with the covenant
described in the preceding sentence before it will be required to purchase
Securities in the event of a Change of Control; PROVIDED, HOWEVER, that the
Company's failure to comply with the covenant described in the preceding
sentence or to make a Change of Control offer because of any such failure shall
constitute a Default described in Section 6.01(4) (and not under Section
6.01(2)).
(b) Within 30 days following any Change of Control but subject
to the provisions of Section 4.09(a), the Company shall mail a notice to each
Holder with a copy to the Trustee stating:
(1) that a Change of Control has occurred and that such Holder
has the right to require the Company to purchase such Holder's
Securities at a purchase price in cash equal to 101% of the principal
amount thereof
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plus accrued and unpaid interest (if any) to the date of purchase
(subject to the right of Holders of record on the relevant record date
to receive interest on the relevant interest payment date);
(2) the circumstances and relevant facts regarding such Change
of Control;
(3) the repurchase date (which shall be no earlier than 30
days nor later than 60 days from the date such notice is mailed); and
(4) the instructions determined by the Company, consistent
with this Section, that a Holder must follow in order to have its
Securities purchased.
(c) Holders electing to have a Security purchased will be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days
prior to the purchase date. Holders will be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the purchase date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Security purchased.
(d) On the purchase date, all Securities purchased by the
Company under this Section shall be delivered by the Trustee for cancellation,
and the Company shall pay the purchase price plus accrued and unpaid interest,
if any, to the Holders entitled thereto.
(e) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to
this Section. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under this Section by virtue thereof.
SECTION 4.10. FUTURE GUARANTORS. In the event that, after the
Issue Date, any Restricted Subsidiary (other than a Foreign Subsidiary) (1)
Incurs any Indebtedness pursuant to paragraph (a) or pursuant to clause (1) or
(10) of Section 4.03(b) and (2) until the termination of the
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Credit Agreement, either has Guaranteed or will as a result of such Incurrence
be required to Guarantee any Obligations under the Credit Agreement, the Company
shall cause such Restricted Subsidiary to Guarantee the Securities by executing
a supplemental indenture hereto and shall cause all Indebtedness of such
Restricted Subsidiary owing to the Company or any other Subsidiary of the
Company and not previously discharged to be converted into Capital Stock of such
Restricted Subsidiary (other than Disqualified Stock).
SECTION 4.11. COMPLIANCE CERTIFICATE. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company a certificate of the principal executive officer, the principal
financial officer or the principal accounting officer of the Company stating
that in the course of the performance by the signer of his or her duties as an
officer of the Company such officer would normally have knowledge of any Default
and whether or not the signer knows of any Default that occurred during such
period. If such signer does, the certificate shall describe the Default, its
status and what action the Company is taking or proposes to take with respect
thereto. The Company also shall comply with TIA Section 314(a)(4).
SECTION 4.12. FURTHER INSTRUMENTS AND ACTS. Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.
ARTICLE 5
SUCCESSOR COMPANIES
SECTION 5.01. WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. (a)
The Company shall not consolidate with or merge with or into, or convey,
transfer or lease, in one transaction or a series of transactions, all or
substantially all its assets to, any Person, unless:
(1) the resulting, surviving or transferee Person (the
"Successor Company") shall be a Person organized and existing under the
laws of the United States of America, any State thereof or the District
of Columbia and the Successor Company (if not the Company) shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company under the Securities and this Indenture;
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(2) immediately after giving effect to such transaction (and
treating any Indebtedness which becomes an obligation of the Successor
Company or any Subsidiary as a result of such transaction as having
been Incurred by the Successor Company or such Subsidiary at the time
of such transaction), no Default shall have occurred and be continuing;
(3) immediately after giving effect to such transaction, the
Successor Company would be able to Incur an additional $1.00 of
Indebtedness pursuant to Section 4.03(a);
(4) immediately after giving effect to such transaction, the
Successor Company shall have Consolidated Net Worth in an amount that
is not less than the Consolidated Net Worth of the Company immediately
prior to such transaction; and
(5) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if
any) comply with this Indenture;
PROVIDED, HOWEVER, that clauses (3) and (4) above shall not apply if, in the
good faith determination of the Board of Directors, whose determination shall be
evidenced by a resolution of the Board of Directors, the principal purpose and
effect of such transaction is to change the jurisdiction of incorporation of the
Company.
The Successor Company shall be the successor to the Company
and shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture, but the predecessor Company in the
case of a conveyance, transfer or lease shall not be released from the
obligation to pay the principal of and interest on the Securities.
(b) The Company shall not permit any Subsidiary Guarantor to
consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or series of transactions, all or substantially all of its assets to
any Person unless:
(1) the resulting, surviving or transferee Person (if not such
Subsidiary) shall be a Person organized and existing under the laws of
the jurisdiction under which such Subsidiary was organized or under the
laws of the United States of America, or any State thereof
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or the District of Columbia, and such Person shall expressly assume, by
executing a Guaranty Agreement, in a form acceptable to the Trustee,
all the obligations of such Subsidiary, if any, under its Subsidiary
Guaranty;
(2) immediately after giving effect to such transaction or
transactions on a pro forma basis (and treating any Indebtedness which
becomes an obligation of the resulting, surviving or transferee Person
as a result of such transaction as having been issued by such Person at
the time of such transaction), no Default shall have occurred and be
continuing; and
(3) the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such Guaranty Agreement, if any,
complies with this Indenture. The provisions of clauses (i) and (ii)
above shall not apply to any one or more transactions which constitute
an Asset Disposition if the Company has complied with the applicable
provisions of Section 4.06.
The Person who shall be the successor to a Subsidiary
Guarantor shall succeed to, and be substituted for, and may exercise every right
and power of, the predecessor Subsidiary Guarantor under this Indenture, but the
predecessor Subsidiary Guarantor in the case of a conveyance, transfer or lease
shall not be released from its obligations under its Subsidiary Guaranty.
(c) Parent will not merge with or into, or convey, transfer or
lease, in one transaction or a series of transactions, all or substantially all
of its assets to any Person unless:
(1) the resulting, surviving or transferee Person (if not
Parent) shall be a Person organized and existing under the laws of the
jurisdiction under which Parent was organized or under the laws of the
United States of America, or any State thereof or the District of
Columbia, and such Person shall expressly assume, by executing a
Guaranty Agreement, in a form acceptable to the Trustee, all the
obligations of Parent, if any, under the Parent Guaranty;
(2) immediately after giving effect to such transaction or
transactions on a pro forma basis (and treating any Indebtedness which
becomes an obligation of the resulting, surviving or transferee Person
as a
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result of such transaction as having been issued by such Person at the
time of such transaction), no Default shall have occurred and be
continuing; and
(3) the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such Guaranty Agreement, if any,
complies with this Indenture. The provisions of clauses (i) and (ii)
above shall not apply to any one or more transactions which constitute
an Asset Disposition if the Company has complied with the applicable
provisions of Section 4.06.
The Person who shall be the successor to a Subsidiary
Guarantor shall succeed to, and be substituted for, and may exercise every
right and power of, the predecessor Subsidiary Guarantor under this Indenture,
but the predecessor Subsidiary Guarantor in the case of a conveyance, transfer
or lease shall not be released from its obligations under its Subsidiary
Guaranty.
(c) Parent will not merge with or into, or convey, transfer
or lease, in one transaction or a series of transactions, all or substantially
all of its assets to any Person unless:
(1) the resulting, surviving or transferee Person (if not
Parent) shall be a Person organized and existing under the laws of the
jurisdiction under which Parent was organized or under the laws of the
United States of America, or any State thereof or the District of
Columbia, and such Person shall expressly assume, by executing a
Guaranty Agreement, in a form acceptable to the Trustee, all the
obligations of Parent, if any, under the Parent Guaranty;
(2) immediately after giving effect to such transaction or
transactions on a pro forma basis (and treating any Indebtedness which
becomes an obligation of the resulting, surviving or transferee Person
as a result of such transaction as having been issued by such Person at
the time of such transaction), no Default shall have occurred and be
continuing; and
(3) the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such Guaranty Agreement, if any,
complies with this Indenture.
The Person who shall be the successor to the Parent shall
succeed to, and be substituted for, and may exercise every right and power of,
the Parent under this Indenture, but the Parent in the case of a conveyance,
transfer or lease shall not be released from its obligations under the Parent
Guaranty.
ARTICLE 6
DEFAULTS AND REMEDIES
SECTION 6.01. EVENTS OF DEFAULT. An "Event of
Default" occurs if:
(1) the Company defaults in any payment of interest on any
Security when the same becomes due and payable, whether or not such
payment shall be prohibited by Article 10, and such default continues
for a period of 30 days;
(2) the Company (i) defaults in the payment of the principal
of any Security when the same becomes due and payable at its Stated
Maturity, upon redemption, upon declaration or otherwise, whether or
not such payment shall be prohibited by Article 10, or (ii) fails to
redeem or purchase Securities when required pursuant to this Indenture
or the Securities, whether or not such redemption or purchase shall be
prohibited by Article 10;
(3) the Company or Parent fails to comply with Section 5.01;
(4) the Company fails to comply with Section 4.02, 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09 or 4.10 (other than a failure to purchase
Securities when required under Section 4.06 or 4.09) and such failure
continues for 30 days after the notice specified below;
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(5) the Company fails to comply with any of its agreements in
the Securities or this Indenture (other than those referred to in
clause (1), (2), (3) or (4) above) and such failure continues for 60
days after the notice specified below;
(6) Indebtedness of the Company or any Significant Subsidiary
is not paid within any applicable grace period after final maturity or
is accelerated by the holders thereof because of a default and the
total amount of such Indebtedness unpaid or accelerated exceeds $10.0
million, or its foreign currency equivalent at the time;
(7) the Company or any Significant Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief
against it in an involuntary case;
(C) consents to the appointment of a Custodian of it
or for any substantial part of its property; or
(D) makes a general assignment for the benefit of its
creditors;
or takes any comparable action under any foreign laws
relating to insolvency;
(8) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:
(A) is for relief against the Company or any
Significant Subsidiary in an involuntary case;
(B) appoints a Custodian of the Company or any
Significant Subsidiary or for any substantial part of its
property; or
(C) orders the winding up or liquidation of the
Company or any Significant Subsidiary;
or any similar relief is granted under any foreign laws
and the order or decree remains unstayed and in effect
for 60 days;
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(9) any judgment or decree for the payment of money in excess
of $10.0 million or its foreign currency equivalent at the time is
entered against the Company or any Significant Subsidiary, remains
outstanding for a period of 60 days following the entry of such
judgment or decree and is not discharged, waived or the execution
thereof stayed within 10 days after the notice specified below; or
(10) the Parent Guaranty or any Subsidiary Guaranty ceases to
be in full force and effect (other than in accordance with the terms of
such Guaranty) or Parent or any Subsidiary Guarantor denies or
disaffirms its obligations under the Parent Guaranty or any Subsidiary
Guaranty, as applicable.
The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.
The term "Bankruptcy Law" means Title 11, UNITED STATES CODE,
or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.
A Default under clause (4), (5), or (9) is not an Event of
Default until the Trustee or the holders of at least 25% in principal amount of
the outstanding Securities notify the Company of the Default and the Company
does not cure such Default within the time specified after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a "Notice of Default".
The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default under clause (6) or (10) and any event which with the
giving of notice or the lapse of time would become an Event of Default under
clause (4), (5) or (9), its status and what action the Company is taking or
proposes to take with respect thereto.
SECTION 6.02. ACCELERATION. If an Event of Default (other than
an Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or
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the Holders of at least 25% in principal amount of the Securities by notice to
the Company and the Trustee, may declare the principal of and accrued but unpaid
interest on all the Securities to be due and payable. Upon such a declaration,
such principal and interest shall be due and payable immediately; PROVIDED,
HOWEVER, that if upon such declaration there are any amounts outstanding under
the Credit Agreement and the amounts thereunder have not been accelerated, such
principal and interest shall be due and payable upon the earlier of the time
such amounts are accelerated and five Business Days after receipt by the Company
and the Representative under the Credit Agreement of such declaration. If an
Event of Default specified in Section 6.01(7) or (8) with respect to the Company
occurs, the principal of and interest on all the Securities shall IPSO FACTO
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Securityholders. The Holders of a majority in
principal amount of the outstanding Securities by notice to the Trustee may
rescind an acceleration with respect to the Securities and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of acceleration. No
such rescission shall affect any subsequent Default or impair any right
consequent thereto.
SECTION 6.03. OTHER REMEDIES. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.
The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.
SECTION 6.04. WAIVER OF PAST DEFAULTS. The Holders of a
majority in principal amount of the Securities by notice to the Trustee may
waive an existing Default and its consequences except (1) a Default in the
payment of the principal of or interest on a Security or (2) a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Securityholder affected. When a Default is waived, it is deemed
cured, but no such
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waiver shall extend to any subsequent or other Default or impair any consequent
right.
SECTION 6.05. CONTROL BY MAJORITY. The Holders of a majority
in principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; PROVIDED, HOWEVER, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.
SECTION 6.06. LIMITATION ON SUITS. Except to enforce the right
to receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:
(1) the Holder gives to the Trustee written notice stating
that an Event of Default is continuing;
(2) the Holders of at least 25% in principal amount of the
Securities make a written request to the Trustee to pursue the remedy;
(3) such Holder or Holders offer to the Trustee reasonable
security or indemnity against any loss, liability or expense;
(4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of security or
indemnity; and
(5) the Holders of a majority in principal amount of the
Securities do not give the Trustee a direction inconsistent with the
request during such 60-day period.
A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over
another Securityholder.
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' SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.
SECTION 6.08. COLLECTION SUIT BY TRUSTEE. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.
SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions. The Trustee shall be entitled and empowered
to collect, receive and distribute any money or other property payable or
deliverable on any such claims, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 7.07.
SECTION 6.10. PRIORITIES. If the Trustee collects any
money or property pursuant to this Article 6, it shall pay out the money or
property in the following order:
FIRST: to the Trustee for amounts due under Section 7.07;
SECOND: to holders of Senior Indebtedness of the
Company to the extent required by Article 10;
THIRD: to Securityholders for amounts due and
unpaid on the Securities for principal and interest,
ratably, without preference or priority of any kind,
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according to the amounts due and payable on the Securities for
principal and interest, respectively; and
FOURTH: to the Company.
The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section. At least 15 days before
such record date, the Company shall mail to each Securityholder and the Trustee
a notice that states the record date, the payment date and amount to be paid.
SECTION 6.11. UNDERTAKING FOR COSTS. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in principal amount of the Securities.
SECTION 6.12. WAIVER OF STAY OR EXTENSION LAWS. The Company
(to the extent it may lawfully do so) shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.
ARTICLE 7
TRUSTEE
SECTION 7.01. DUTIES OF TRUSTEE. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.
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(b) Except during the continuance of an Event of
Default:
(1) the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture
against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, in the case of any such certificates or
opinions which, by any provision hereof, are required to be furnished
to the Trustee, the Trustee shall examine such certificates and
opinions to determine whether or not they conform to the requirements
of this Indenture.
(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act or its own wilful misconduct, except that:
(1) this paragraph does not limit the effect of
paragraph (b) of this Section;
(2) the Trustee shall not be liable for any error of judgment
made in good faith by a Trust Officer unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action
it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.
(d) Every provision of this Indenture that in any way relates
to the Trustee, other than paragraph (g) of this Section, is subject to
paragraphs (a), (b) and (c) of this Section.
(e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
(f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.
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(g) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
(h) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.
SECTION 7.02. RIGHTS OF TRUSTEE. (a) The Trustee may
conclusively rely on any document believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.
(c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.
(d) Subject to Section 7.01(c), the Trustee shall not be
liable for any action it takes or omits to take in good faith which it believes
to be authorized or within its rights or powers.
(e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it here under
in good faith and in accordance with the advice or opinion of such counsel.
SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.
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SECTION 7.04. TRUSTEE'S DISCLAIMER. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in the Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.
SECTION 7.05. NOTICE OF DEFAULTS. If a Default occurs and is
continuing and if it is actually known to the Trustee, or upon written notice
from the Company or any Securityholder or upon a Payment Default, the Trustee
shall mail to each Securityholder notice of the Default within 90 days after it
occurs. Except in the case of a Default in payment of principal of or interest
on any Security (including payments pursuant to the mandatory redemption
provisions of such Security, if any), the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders.
SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS. By July 15 of
each year, beginning with the July 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of May 15 of
each year that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Section 313(b).
A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Company agrees to notify promptly the
Trustee whenever the Securities become listed on any stock exchange and of any
delisting thereof.
SECTION 7.07. COMPENSATION AND INDEMNITY. The Company shall
pay to the Trustee from time to time reasonable compensation for its services.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it, including costs of collection, in addition to
the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Company shall indemnify the Trustee
against any and all loss, liability or expense (including attorneys' reasonable
fees) incurred by it in
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connection with the administration of this trust and the performance of its
duties hereunder, including the costs and expenses of enforcing this Indenture
(including this Section 7.07) against the Company and defending itself against
any claim (whether asserted by any Securityholder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent that any such loss, liability or expense
is attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder unless such failure prejudices the Company. The Company
shall defend the claim and the Trustee may have separate counsel and the Company
shall pay the fees and expenses of such counsel. The Company need not reimburse
any expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee's own wilful misconduct, negligence or bad faith.
The Company need not pay for any settlement made by the Trustee without the
Company's consent, such consent not to be unreasonably withheld.
To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Securities.
The Company's payment obligations, and the lien granted to the
Trustee, pursuant to this Section shall survive the discharge of this Indenture.
When the Trustee incurs expenses or renders services after the occurrence of a
Default specified in Section 6.01(7) or (8) with respect to the Company, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under the Bankruptcy Law.
SECTION 7.08. REPLACEMENT OF TRUSTEE. The Trustee may resign
at any time by so notifying the Company. The Holders of a majority in principal
amount of the Securities may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee. The Company shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10;
(2) the Trustee is adjudged bankrupt or insolvent;
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(3) a receiver or other public officer takes charge of the
Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting.
If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.
A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, provided that the
amounts owing to the Trustee hereunder have been paid and subject to the lien
provided for in Section 7.07.
If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Securities may petition any court of
competent jurisdiction for the appointment of a successor Trustee.
If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.
Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.
SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee PROVIDED that such successor shall be
eligible and qualified under Section 7.10.
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In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.
SECTION 7.10. ELIGIBILITY; DISQUALIFICATION. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.
SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.
ARTICLE 8
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.01. DISCHARGE OF LIABILITY ON SECURITIES;
DEFEASANCE. (a) When (1) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancellation or (2) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article 3 hereof and the Company irrevocably deposits with the
Trustee funds sufficient to pay at maturity or upon redemption all outstanding
Securities, including interest thereon to maturity or such redemption date
(other than Securities replaced pursuant to Section 2.07), and if in either case
the Company pays all
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other sums payable hereunder by the Company, then this Indenture shall, subject
to Sections 8.01(c), cease to be of further effect. The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and an Opinion of Counsel and at
the cost and expense of the Company.
(b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (1) all its obligations under the Securities and this
Indenture ("legal defeasance option") or (2) its obligations under Sections 4.02
(subject to any requirements of the TIA), 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.09 and 4.10 and the operation of Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8)
and 6.01(9) (but, in the case of Sections 6.01(7) and (8), with respect only to
Significant Subsidiaries) and the limitations contained in Sections 5.01(a)(3)
and (4) ("covenant defeasance option"). The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.
If the Company exercises its legal defeasance option, payment
of the Securities may not be accelerated because of an Event of Default with
respect thereto. If the Company exercises its covenant defeasance option,
payment of the Securities may not be accelerated because of an Event of Default
specified in Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in
the case of Sections 6.01(7) and (8), with respect only to Significant
Subsidiaries) or because of the failure of the Company to comply with Section
5.01(a)(3) or (4) or because of the failure of Parent to comply with Section
5.01. If the Company exercises its legal defeasance option or its covenant
defeasance option, Parent shall be released from all its obligations with
respect to the Parent Guaranty and each Subsidiary Guarantor, if any, shall be
released from all its obligations with respect to its Subsidiary Guaranty.
Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.
(c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07, 7.08, 8.04,
8.05 and 8.06 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall
survive.
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SECTION 8.02. CONDITIONS TO DEFEASANCE. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:
(1) the Company irrevocably deposits in trust with the Trustee
money or U.S. Government Obligations for the payment of principal of
and interest on the Securities to maturity or redemption, as the case
may be;
(2) the Company delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants expressing their
opinion that the payments of principal and interest when due and
without reinvestment on the deposited U.S. Government Obligations plus
any deposited money without investment will provide cash at such times
and in such amounts as will be sufficient to pay principal and interest
when due on all the Securities to maturity or redemption, as the case
may be;
(3) 123 days pass after the deposit is made and during the
123-day period no Default specified in Sections 6.01(7) or (8) with
respect to the Company occurs which is continuing at the end of the
period;
(4) the deposit does not constitute a default under any other
agreement binding on the Company and is not prohibited by Article 10;
(5) the Company delivers to the Trustee an Opinion of Counsel
to the effect that the trust resulting from the deposit does not
constitute, or is qualified as, a regulated investment company under
the Investment Company Act of 1940;
(6) in the case of the legal defeasance option, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (ii) since the date of this
Indenture there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Securityholders will not recognize
income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been
the case if such defeasance had not occurred;
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(7) in the case of the covenant defeasance option, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Security holders will not recognize income, gain or loss for
Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such
covenant defeasance had not occurred; and
(8) the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance and discharge of the Securities as
contemplated by this Article 8 have been complied with.
Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.
SECTION 8.03. APPLICATION OF TRUST MONEY. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article 8. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities. Money
and securities so held in trust are not subject to Article 10.
SECTION 8.04. REPAYMENT TO COMPANY. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.
Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal or interest that remains unclaimed for two
years, and, thereafter, Securityholders entitled to the money must look to the
Company for payment as general creditors.
SECTION 8.05. INDEMNITY FOR GOVERNMENT OBLIGATIONS. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.
SECTION 8.06. REINSTATEMENT. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of
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any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article 8 until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with this
Article 8; PROVIDED, HOWEVER, that, if the Company has made any payment of
interest on or principal of any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.
ARTICLE 9
AMENDMENTS
SECTION 9.01. WITHOUT CONSENT OF HOLDERS. The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder:
(1) to cure any ambiguity, omission, defect or
inconsistency;
(2) to comply with Article 5;
(3) to provide for uncertificated Securities in addition to or
in place of certificated Securities; PROVIDED, HOWEVER, that the
uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code or in a manner such that the uncertificated
Securities are described in Section 163(f)(2)(B) of the Code;
(4) to make any change in Article 10 or 12 that would limit or
terminate the benefits available to any holder of Senior Indebtedness
(or Representatives therefor) under Article 10 or Article 12;
(5) to add guarantees with respect to the Securities,
including any Subsidiary Guaranties, or to secure the Securities;
(6) to add to the covenants of the Company for the benefit of
the Holders or to surrender any right or power herein conferred upon
the Company;
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(7) to comply with any requirements of the SEC in connection
with qualifying, or maintaining the qualification of, this Indenture
under the TIA;
(8) to make any change that does not adversely affect the
rights of any Securityholder; or
(9) to release a Subsidiary Guaranty when permitted by the
terms of this Indenture.
An amendment under this Section may not make any change that
adversely affects the rights under Article 10 or 12 of any holder of Senior
Indebtedness then outstanding unless the holders of such Senior Indebtedness (or
any group or representative thereof authorized to give a consent) consent to
such change.
After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.
SECTION 9.02. WITH CONSENT OF HOLDERS. The Company and the
Trustee may amend this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange for the
Securities). However, without the consent of each Securityholder affected
thereby, an amendment may not:
(1) reduce the amount of Securities whose Holders
must consent to an amendment;
(2) reduce the rate of or extend the time for payment of
interest on any Security;
(3) reduce the principal of or extend the Stated Maturity of
any Security;
(4) reduce the premium payable upon the redemption of any
Security or change the time at which any Security may or shall be
redeemed in accordance with Article 3;
(5) make any Security payable in money other than that stated
in the Security;
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(6) impair the right of any holder of the Securities to
receive payment of principal of and interest on such holder's
Securities on or after the due dates therefor or to institute suit for
the enforcement of any payment on or with respect to such holder's
Securities;
(7) make any change in Article 10 that adversely affects the
rights of any Securityholder under Article 10;
(8) make any change in Section 6.04 or 6.07 or the second
sentence of this Section;
(9) make any change in the Parent Guaranty or any Subsidiary
Guaranty (including the subordination provisions of any such Guaranty)
that would adversely affect the Securityholders; or
(10) make any change in the provisions described under
paragraph 6 of the Securities.
It shall not be necessary for the consent of the Holders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.
An amendment under this Section may not make any change that
adversely affects the rights under Article 10 or 12 of any holder of Senior
Indebtedness then outstanding unless the holders of such Senior Indebtedness (or
any group or representative thereof authorized to give a consent) consent to
such change.
After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section.
SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect.
SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS AND WAIVERS. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not
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made on the Security. However, any such Holder or subsequent Holder may revoke
the consent or waiver as to such Holder's Security or portion of the Security if
the Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective. After an amendment or waiver becomes effective, it
shall bind every Security holder. An amendment or waiver becomes effective upon
the execution of such amendment or waiver by the Trustee.
The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.
SECTION 9.05. NOTATION ON OR EXCHANGE OF SECURITIES. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.
SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS. The Trustee shall
sign any amendment authorized pursuant to this Article 9 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing any
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.
SECTION 9.07. PAYMENT FOR CONSENT. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
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for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.
ARTICLE 10
SUBORDINATION
SECTION 10.01. AGREEMENT TO SUBORDINATE. The Company agrees,
and each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article 10, to the prior payment in full in
cash of all Obligations with respect to Senior Indebtedness of the Company and
that the subordination is for the benefit of and enforceable by the holders of
such Senior Indebtedness. The Securities shall in all respects rank PARI PASSU
with all other Senior Subordinated Indebtedness of the Company and only
Indebtedness of the Company which is Senior Indebtedness shall rank senior to
the Securities in accordance with the provisions set forth herein. All
provisions of this Article 10 shall be subject to Section 10.12.
SECTION 10.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution or winding up of the
Company or upon any assignment for the benefit of creditors or marshalling of
assets of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property,
whether voluntary or involuntary:
(1) the holders of Senior Indebtedness of the Company shall be
entitled to receive payment in full in cash of all Obligations with
respect to such Senior Indebtedness (including all interest accruing
subsequent to the filing of a petition in bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not
such interest is an allowed claim under applicable law) before
Securityholders shall be entitled to receive any payment or
distribution with respect to the Securities; and
(2) until all Obligations with respect to such Senior
Indebtedness are paid in full in cash, any
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payment or distribution to which Securityholders would be entitled but
for this Article 10 shall be made to holders of such Senior
Indebtedness as their interests may appear, except that Securityholders
may receive, in exchange for the Securities in any proceeding of the
type described above in this Section 10.02, (x) equity securities of
the Company which, in any case, do not provide for any mandatory
redemption or similar retirement prior to the maturity of the
Securities or (y) unsecured debt securities of the Company which are
subordinated to at least the same extent as the Securities to the
payment of all Senior Indebtedness of the Company and which, in any
case, do not mature or become subject to a mandatory redemption
obligation prior to the maturity of the Securities.
SECTION 10.03. DEFAULT ON SENIOR INDEBTEDNESS. The Company may
not pay (in cash, property or other assets) the principal of, premium, if any,
or interest on the Securities or make any deposit pursuant to Section 8.01 and
may not repurchase, redeem or (except for Securities delivered to the Trustee
pursuant to the second sentence of paragraph 6 of the Securities) otherwise
retire any Securities (collectively, "pay the Securities") if either of the
following occurs (each a "Payment Default"): (1) any Obligations with respect to
Senior Indebtedness are not paid in full when due or (2) any other default on
Senior Indebtedness occurs and the maturity of such Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, (x) the default
has been cured or waived and any such acceleration has been rescinded in writing
or (y) such Senior Indebtedness has been paid in full in cash; PROVIDED,
HOWEVER, that the Company may pay the Securities without regard to the foregoing
if the Company and the Trustee receive written notice approving such payment
from the Representative of such Senior Indebtedness. During the continuance of
any default (other than a default described in clause (1) or (2) of the
preceding sentence) with respect to any Designated Senior Indebtedness pursuant
to which the maturity thereof may be accelerated immediately without further
notice (except such notice as may be required to effect such acceleration) or
the expiration of any applicable grace periods, the Company may not pay the
Securities for a period (a "Payment Blockage Period") commencing upon the
receipt by the Company and the Trustee of written notice (a "Blockage Notice")
of such default from the Representative of such Designated Senior Indebtedness
specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter or earlier if such Payment Blockage Period is terminated:
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(1) by written notice to the Trustee and the Company from the
Person or Persons who gave such Blockage Notice;
(2) because no defaults continue in existence which would
permit the acceleration of the maturities of any Designated Senior
Indebtedness at such time; or
(3) because such Designated Senior Indebtedness has been
repaid in full in cash.
Notwithstanding the provisions described above, unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, or any Payment
Default otherwise exists, the Company may resume payments on the Securities
after termination of such Payment Blockage Period. The Securities shall not be
subject to more than one Payment Blockage Period in any consecutive 360-day
period, except that if any Blockage Notice is delivered to the Trustee by or on
behalf of holders of Designated Senior Indebtedness (other than holders of the
Bank Indebtedness), a Representative of holders of Bank Indebtedness may give
another Blockage Notice within such period. However, in no event may the total
number of days during which any Payment Blockage Period or Periods is in effect
exceed 179 days in the aggregate during any 360 consecutive day period, and
there must be 181 days during any 360-day consecutive period during which no
Payment Blockage Period is in effect.
For purposes of this Section, no default or event of default
which existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness initiating
such Payment Blockage Period shall be, or be made, the basis of the commencement
of a subsequent Payment Blockage Period by the Representative of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days (it being acknowledged and agreed
that (x) any default or event of default as a result of a continued failure to
meet a financial covenant or test for a period ended subsequent to the
commencement of a Payment Blockage Period shall constitute a new default or
event of default, as the case may be, and shall be deemed not to be a continuing
default or event of default, as the case may be, for purposes of this sentence
and (y) any subsequent action which would give rise to a default or an event of
default pursuant to any provision under which a default or event of
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default previously existed or was continuing shall constitute a new default or
event of default, as the case may be, for this purpose and shall be deemed not
to be a continuing default or event of default, as the case may be, for purposes
of this sentence).
SECTION 10.04. ACCELERATION OF PAYMENT OF SECURITIES. If
payment of the Securities is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representatives) of the acceleration. If any
Designated Senior Indebtedness is outstanding at the time of such acceleration,
neither the Company nor any Subsidiary Guarantor may pay the Securities until
five Business Days after the Representatives of all the issues of Designated
Senior Indebtedness receive notice of such acceleration and, thereafter, may pay
the Securities only if the Indenture otherwise permits payment at that time.
SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER. If a
distribution is made to Securityholders that because of this Article 10 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their interests may appear.
SECTION 10.06. SUBROGATION. After all Senior Indebtedness of
the Company is paid in full in cash and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness. A
distribution made under this Article 10 to holders of such Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the
Company and Securityholders, a payment by the Company on such Senior
Indebtedness.
SECTION 10.07. RELATIVE RIGHTS. This Article 10 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:
(1) impair, as between the Company and Securityholders, the
obligation of the Company, which is absolute and unconditional, to pay
principal of and interest on the Securities in accordance with their
terms; or
(2) prevent the Trustee or any Securityholder from exercising
its available remedies upon a Default, sub-
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ject to the rights of holders of Senior Indebtedness of the Company to
receive distributions otherwise payable to Securityholders.
SECTION 10.08. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.
No right of any holder of Senior Indebtedness of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or by its failure to comply with
this Indenture.
SECTION 10.09. RIGHTS OF TRUSTEE AND PAYING AGENT.
Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make
payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article 10. The Company, the Registrar or co-registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness may give the
notice.
The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 10 with respect to any Senior Indebtedness of the Company which may
at any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07.
SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of the Company, the distribution may be made and the notice given
to their Representative (if any).
SECTION 10.11. ARTICLE 10 NOT TO PREVENT EVENTS OF DEFAULT OR
LIMIT RIGHT TO ACCELERATE. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 10 shall not be construed
as preventing the occurrence of a Default. Nothing in this Article 10 shall have
any effect on the right of the Securityholders or the Trustee to accelerate the
maturity of the Securities.
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SECTION 10.12. TRUST MONEYS NOT SUBORDINATED. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of and interest on the Securities shall not be
subordinated to the prior payment of any Senior Indebtedness or subject to the
restrictions set forth in this Article 10, and none of the Securityholders shall
be obligated to pay over any such amount to the Company or any holder of Senior
Indebtedness of the Company or any other creditor of the Company, so long as the
foregoing subordination provisions contained in this Article 10 were not
violated at the time the respective amounts were deposited pursuant to the
defeasance provisions of Article 8.
SECTION 10.13. TRUSTEE ENTITLED TO RELY. Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Security holders or (iii) upon the Representatives for the holders of Senior
Indebtedness of the Company for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of such Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 10. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article 10, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Indebtedness held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and other facts pertinent to the rights of such Person under this
Article 10, and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment. The provisions of Sections 7.01 and 7.02 shall
be applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 10.
SECTION 10.14. TRUSTEE TO EFFECTUATE SUBORDINATION. Each
Securityholder by accepting a Security author-
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izes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between
the Securityholders and the holders of Senior Indebtedness of the Company as
provided in this Article 10 and appoints the Trustee as attorney-in-fact for any
and all such purposes.
SECTION 10.15. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Securityholders or the Company or any
other Person, money or assets to which any holders of Senior Indebtedness of the
Company shall be entitled by virtue of this Article 10 or otherwise.
SECTION 10.16. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
SUBORDINATION PROVISIONS. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Company, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
such Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.
ARTICLE 11
GUARANTIES
SECTION 11.01. GUARANTIES. Each Guarantor hereby
unconditionally and irrevocably guarantees, jointly and severally, on a Senior
Subordinated basis, to each Holder and to the Trustee and its successors and
assigns (a) the full and punctual payment of principal of and interest on the
Securities when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Company under this
Indenture and the Securities and (b) the full and punctual performance within
applicable grace periods of all other obligations of the Company under this
Indenture and the Securities (all the foregoing being hereinafter collectively
called the "Indenture Obligations"). Each Guarantor further agrees that the
Indenture Obligations may be extended or renewed, in whole or in part, without
notice or further assent from such Guarantor and that such Guarantor will remain
bound
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under this Article 11 notwithstanding any extension or renewal of any Indenture
Obligation.
Each Guarantor waives presentation to, demand of, payment from
and protest to the Company of any of the Indenture Obligations and also waives
notice of protest for nonpayment. Each Guarantor waives notice of any default
under the Securities or the Indenture Obligations. The obligations of each
Guarantor hereunder shall not be affected by (a) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person under this Indenture, the Securities or
any other agreement or other wise; (b) any extension or renewal of any thereof;
(c) any rescission, waiver, amendment or modification of any of the terms or
provisions of this Indenture, the Securities or any other agreement; (d) the
release of any security held by any Holder or the Trustee for the Indenture
Obligations or any of them; (e) the failure of any Holder or the Trustee to
exercise any right or remedy against any other guarantor of the Indenture
Obligations; or (f) any change in the ownership of such Guarantor.
Each Guarantor further agrees that its Guaranty herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Indenture Obligations.
Each Guaranty is, to the extent and in the manner set forth in
Article 12, subordinated and subject in right of payment to the prior payment in
full in cash of all Obligations with respect to all Senior Indebtedness of the
Guarantor giving such Guaranty and each Guaranty is made subject to such
provisions of this Indenture.
Except as expressly set forth in Sections 8.01(b), 11.02 and
11.06, the obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Indenture Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modifi-
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cation of any thereof, by any default, failure or delay, willful or otherwise,
in the performance of the obligations, or by any other act or thing or omission
or delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of such Guarantor or would otherwise operate as a discharge
of such Guarantor as a matter of law or equity.
Each Guarantor further agrees that its Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Indenture
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.
In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of or interest on any Indenture Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Indenture Obligation, each Guarantor hereby
promises to and will, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (1) the unpaid amount of such Indenture Obligations, (2) accrued
and unpaid interest on such Indenture Obligations (but only to the extent not
prohibited by law) and (3) all other monetary Indenture Obligations of the
Company to the Holders and the Trustee.
Each Guarantor agrees that it shall not be entitled to any
right of subrogation in respect of any Indenture Obligations guaranteed hereby
until payment in full of all Indenture Obligations and all obligations to which
the Indenture Obligations are subordinated as provided in Article 12. Each
Guarantor further agrees that, as between it, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the Indenture
Obligations Guaranteed hereby may be accelerated as provided in Article 6 for
the purposes of such Guarantor's Guaranty herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Indenture Obligations guaranteed hereby, and (y) in the event of any declaration
of acceleration of such obligations as provided in Article 6, such Indenture
Obligations (whether or not due and payable) shall forthwith become due and
payable by such Guarantor for the purposes of this Section.
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Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section.
SECTION 11.02. LIMITATION ON LIABILITY; CONTRIBUTION. Any term
or provision of this Indenture to the contrary notwithstanding, the maximum,
aggregate amount of the Indenture Obligations guaranteed hereunder by any
Subsidiary Guarantor shall not exceed the maximum amount that can be hereby
guaranteed without rendering this Indenture, as it relates to such Subsidiary
Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors generally.
Each Subsidiary Guarantor that makes a payment under its
Subsidiary Guaranty will be entitled to a contribution from each other
Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor's PRO
RATA portion of such payment based on the respective net assets of all the
Subsidiary Guarantors at the time of such payment determined in accordance with
GAAP.
SECTION 11.03. SUCCESSORS AND ASSIGNS. This Article 11 shall
be binding upon each Guarantor and its successors and assigns and shall inure to
the benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in the
Securities shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.
SECTION 11.04. NO WAIVER. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 11 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this Article 11
at law, in equity, by statute or otherwise.
SECTION 11.05. MODIFICATION. No modification, amendment or
waiver of any provision of this Article 11, nor the consent to any departure by
any Guarantor therefrom, shall in any event be effective unless the same shall
be in
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writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to
any other or further notice or demand in the same, similar or other
circumstances.
SECTION 11.06. RELEASE OF SUBSIDIARY GUARANTOR. Upon the sale
(including any sale pursuant to any exercise of remedies by a holder of Senior
Indebtedness) or other disposition (including by way of consolidation or merger)
of a Subsidiary Guarantor or the sale or disposition of all or substantially all
the assets of such Subsidiary Guarantor (in each case other than to the Company
or an Affiliate of the Company), such Subsidiary Guarantor shall be deemed
released from all obligations under this Article 11 without any further action
required on the part of the Trustee or any Holder. At the request of the
Company, the Trustee shall execute and deliver an appropriate instrument
evidencing such release.
ARTICLE 12
SUBORDINATION OF GUARANTIES
SECTION 12.01. AGREEMENT TO SUBORDINATE. Each Guarantor
agrees, and each Securityholder by accepting a Security agrees, that the
Indenture Obligations (as used in this Article 12, the "Indenture Obligations"
of each Guarantor shall mean all Indenture Obligations guaranteed by such
Guarantor pursuant to Article 11 hereof) of such Guarantor are subordinated in
right of payment, to the extent and in the manner provided in this Article 12,
to the prior payment in full in cash of all Obligations with respect to Senior
Indebtedness of such Guarantor and that the subordination is for the benefit of
and enforceable by the holders of such Senior Indebtedness. The Indenture
Obligations of a Guarantor shall in all respects rank PARI PASSU with all other
Senior Subordinated Indebtedness of such Guarantor and only Senior Indebtedness
of such Guarantor (including such Guarantor's Guarantee of Senior Indebtedness
of the Company) shall rank senior to the Indenture Obligations of such Guarantor
in accordance with the provisions set forth herein.
SECTION 12.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any
payment or distribution of the assets of any Guarantor to creditors upon a total
or partial liqui-
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dation or a total or partial dissolution or winding up of such Guarantor or upon
any assignment for the benefit of creditors or marshalling of assets for such
Guarantor or in a bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to such Guarantor or its property, whether voluntary
or involuntary:
(1) the holders of Senior Indebtedness of such Guarantor shall
be entitled to receive payment in full in cash of all Obligations with
respect to such Senior Indebtedness (including all interest accruing
subsequent to the filing of a petition in bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not
such interest is an allowed claim under applicable law) before
Securityholders shall be entitled to receive any payment or
distribution with respect to any Indenture Obligations of such
Guarantor; and
(2) until all Obligations with respect to the Senior
Indebtedness of any Guarantor is paid in full in cash, any payment or
distribution to which Security holders would be entitled but for this
Article 12 shall be made to holders of such Senior Indebtedness as
their interests may appear, except that securityholders may, in any
proceeding of the type described in Section 10.02 with respect to such
Guarantor, receive securities of the Parent and/or the Company as
provided in clause (2) of Section 10.02, which, in the case of debt
securities of the Company, may be guaranteed by the Guarantors on
substantially the same basis as provided in Article 11, so long as such
guarantees are expressly subordinated to all Senior Indebtedness at
least to the same extent as provided in this Article 12.
SECTION 12.03. DEFAULT ON SENIOR INDEBTEDNESS OF GUARANTOR. No
Guarantor may make any payment (in cash, property or other assets) pursuant to
any of its Indenture Obligations or repurchase, redeem or otherwise retire or
defease any Securities or other Indenture Obligations (collectively, "pay its
Guaranty") if either of the following Payment Default occurs: (1) any
Obligations with respect to Senior Indebtedness of the Company is not paid in
full when due or (2) any other default on Senior Indebtedness of the Company
occurs and the maturity of such Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, (x) the default has been cured or waived
and any such acceleration has been rescinded in writing or (y) such Senior
Indebtedness has been paid in full in cash; PROVIDED, HOWEVER, that any
Guarantor may pay
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its Guaranty without regard to the foregoing if such Guarantor and the Trustee
receive written notice approving such payment from the Representatives of such
Senior Indebtedness. No Guarantor may pay its Guaranty during the continuance of
any Payment Blockage Period after receipt by the Company and the Trustee (with a
copy to the Company) of a Blockage Notice under Section 10.03. Notwithstanding
the provisions described in the immediately preceding sentence (but subject to
the provisions contained in the first sentence of this Section), unless the
holders of Designated Senior Indebtedness giving such Blockage Notice or the
Representative of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, any Guarantor may resume payments pursuant to
its Guaranty after termination of such Payment Blockage Period.
SECTION 12.04. DEMAND FOR PAYMENT. If a demand for payment is
made on a Guarantor pursuant to Article 11, the Trustee shall promptly notify
the holders of the Designated Senior Indebtedness (or their Representatives) of
such demand. If any Designated Senior Indebtedness is outstanding at the time of
such acceleration, neither the Company nor any Subsidiary Guarantor may pay the
Securities until five Business Days after the Representatives of all the issues
of Designated Senior Indebtedness receive notice of such acceleration and,
thereafter, may pay the Securities only if the Indenture otherwise permits
payment at that time.
SECTION 12.05. WHEN DISTRIBUTION MUST BE PAID OVER. If a
distribution is made to Securityholders that because of this Article 12 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of the relevant Senior Indebtedness and pay
it over to them or their Representatives as their interests may appear.
SECTION 12.06. SUBROGATION. After all Senior Indebtedness of a
Guarantor is paid in full in cash and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to Senior Indebtedness. A
distribution made under this Article 12 to holders of such Senior Indebtedness
which otherwise would have been made to Securityholders is not, as between the
relevant Guarantor and Securityholders, a payment by such Guarantor on such
Senior Indebtedness.
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SECTION 12.07. RELATIVE RIGHTS. This Article 12 defines the
relative rights of Securityholders and holders of Senior Indebtedness of a
Guarantor. Nothing in this Indenture shall:
(1) impair, as between a Guarantor and Security holders, the
obligation of such Guarantor, which is absolute and unconditional, to
pay the Indenture Obligations to the extent set forth in Article 11 or
the relevant Guaranty; or
(2) prevent the Trustee or any Securityholder from exercising
its available remedies upon a default by such Guarantor under the
Indenture Obligations, subject to the rights of holders of Senior
Indebtedness of such Guarantor to receive distributions otherwise
payable to Securityholders.
SECTION 12.08. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.
No right of any holder of Senior Indebtedness of any Guarantor to enforce the
subordination of the Indenture Obligations of such Guarantor shall be impaired
by any act or failure to act by such Guarantor or by its failure to comply with
this Indenture.
SECTION 12.09. RIGHTS OF TRUSTEE AND PAYING AGENT.
Notwithstanding Section 12.03, the Trustee or Paying Agent may continue to make
payments on any Guaranty and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives written notice satisfactory to it that payments
may not be made under this Article 12. The Company, the relevant Guarantor, the
Registrar or co-registrar, the Paying Agent, a Representative or a holder of
Senior Indebtedness of the relevant Guarantor may give the notice.
The Trustee in its individual or any other capacity may hold
Senior Indebtedness with the same rights it would have if it were not the
Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 12 with respect to any Senior Indebtedness of any Guarantor which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 12 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07.
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SECTION 12.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness of any Guarantor, the distribution may be made and the notice given
to their Representative (if any).
SECTION 12.11. ARTICLE 12 NOT TO PREVENT DEFAULTS UNDER A
GUARANTY OR LIMIT RIGHT TO DEMAND PAYMENT. The failure to make a payment
pursuant to a Guaranty by reason of any provision in this Article 12 shall not
be construed as preventing the occurrence of a default under such Guaranty.
Nothing in this Article 12 shall have any effect on the right of the
Securityholders or the Trustee to make a demand for payment on any Guarantor
pursuant to Article 11 or the relevant Guaranty.
SECTION 12.12. TRUSTEE ENTITLED TO RELY. Upon any payment or
distribution pursuant to this Article 12, the Trustee and the Securityholders
shall be entitled to rely (1) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02
are pending, (2) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the Security
holders or (3) upon the Representatives for the holders of Senior Indebtedness
of any Guarantor for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of such Senior
Indebtedness and other indebtedness of such Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 12. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of any Guarantor to participate
in any payment or distribution pursuant to this Article 12, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness of such Guarantor held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article 12, and, if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment. The provisions of Sections 7.01 and 7.02
shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article 12.
SECTION 12.13. TRUSTEE TO EFFECTUATE SUBORDINATION. Each
Securityholder by accepting a Security author-
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izes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between
the Securityholders and the holders of Senior Indebtedness of any Guarantor as
provided in this Article 12 and appoints the Trustee as attorney-in-fact for any
and all such purposes.
SECTION 12.14. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS OF GUARANTOR. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness of any Guarantor and shall not be
liable to any such holders if it shall mistakenly pay over or distribute to
Securityholders or the Company or any other Person, money or assets to which any
holders of such Senior Indebtedness shall be entitled by virtue of this Article
12 or otherwise.
SECTION 12.15. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
SUBORDINATION PROVISIONS. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of any Guarantor, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.
ARTICLE 13
MISCELLANEOUS
SECTION 13.01. TRUST INDENTURE ACT CONTROLS. If any provision
of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.
SECTION 13.02. NOTICES. Any notice or communication shall
be in writing and delivered in person or mailed by first-class mail addressed
as follows:
if to Parent, the Company or any Subsidiary Guarantor:
Fairchild Semiconductor Corporation
333 Western Avenue, Mail Stop 01-00
South Portland, Maine 04106
Attention of General Counsel
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if to the Trustee:
United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Attention: Corporate Trust Division
The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.
Any notice or communication mailed to a Security holder shall
be mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.
Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.
SECTION 13.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).
SECTION 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:
(1) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and
(2) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.
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SECTION 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:
(1) a statement that the individual making such certificate or
opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such individual, he
has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of such
individual, such covenant or condition has been complied with.
SECTION 13.06. WHEN SECURITIES DISREGARDED. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Also, subject to the fore going, only Securities outstanding at the
time shall be considered in any such determination.
SECTION 13.07. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR.
The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.
SECTION 13.08. LEGAL HOLIDAYS. A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions are not required to be
open in the State of New York. If a payment date is a Legal Holiday, payment
shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the record date shall not be affected.
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SECTION 13.09. GOVERNING LAW. This Indenture and the
Securities shall be governed by, and construed in accordance with, the laws of
the State of New York but without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.
SECTION 13.10. NO RECOURSE AGAINST OTHERS. A director,
officer, employee or stockholder, as such, of the Company or any Guarantor shall
not have any liability for any obligations of the Company or any Guarantor under
the Securities, any Guaranty or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issue of the
Securities.
SECTION 13.11. SUCCESSORS. All agreements of the
Company in this Indenture and the Securities shall bind its
successors. All agreements of the Trustee in this Indenture
shall bind its successors.
SECTION 13.12. MULTIPLE ORIGINALS. The parties
may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to
prove this Indenture.
SECTION 13.13. TABLE OF CONTENTS; HEADINGS. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.
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IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed as of the date first written above.
FAIRCHILD SEMICONDUCTOR
CORPORATION,
by
-------------------------------
Joseph R. Martin
Executive Vice President
and Chief Financial
Officer
FSC SEMICONDUCTOR CORPORATION,
as Guarantor,
by
-------------------------------
Joseph R. Martin
Executive Vice President
and Chief Financial
Officer
FAIRCHILD SEMICONDUCTOR
CORPORATION OF CALIFORNIA, as
Guarantor
by
--------------------------------
Joseph R. Martin
Executive Vice President
and Chief Financial
Officer
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee,
by
--------------------------------
Name:
Title:
<PAGE> 106
RULE 144A/REGULATION S APPENDIX
FOR OFFERINGS TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO
RULE 144A AND TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN
RELIANCE ON REGULATION S.
PROVISIONS RELATING TO INITIAL SECURITIES,
PRIVATE EXCHANGE SECURITIES
AND EXCHANGE SECURITIES
1. DEFINITIONS
1.1 DEFINITIONS
For the purposes of this Appendix the following terms shall have the
meanings indicated below:
"Depository" means The Depository Trust Company, its nominees
and their respective successors.
"Exchange Securities" means(i) the 10-3/8% Senior Subordinated
Notes Due 2007 to be issued pursuant to this Indenture in connection with a
Registered Exchange Offer pursuant to the Registration Rights Agreement and (ii)
Additional Securities, if any, issued pursuant to a registration statement filed
with the SEC under the Securities Act.
"Initial Purchasers" means (i) with respect to the Initial
Securities issued on the Issue Date, Credit Suisse First Boston Corporation,
Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and Fleet
Securities, Inc. and (ii) with respect to each issuance of Additional
Securities, the Persons purchasing such Additional Securities under the
related Purchase Agreement.
"Initial Securities" means (i) $300,000,000 10-3/8% Senior
Subordinated Notes Due 2007, issued under this Indenture on the Issue Date and
(ii) Additional Securities, if any, issued in a transaction exempt from the
registration requirements of the Securities Act.
"Private Exchange" means the offer by the Company, pursuant to
the Registration Rights Agreement, to the Initial Purchasers to issue and
deliver to the relevant Initial Purchaser, in exchange for the Initial
Securities held by the Initial Purchaser as part of its initial distribution, if
any, a like aggregate principal amount of Private Exchange Securities.
<PAGE> 107
2
"Private Exchange Securities" means any 10-3/8% Senior
Subordinated Notes Due 2007 issued in connection with a Private Exchange.
"Purchase Agreement" means (i) with respect to the Initial
Securities issued on the Issue Date the Purchase Agreement dated March 30, 1999,
among the Company, the Guarantors named therein and the Initial Purchasers and
(ii) with respect to each issuance of Additional Securities, the purchase
agreement or underwriting agreement among the Company and the Persons purchasing
such Additional Securities.
"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.
"Registered Exchange Offer" means the offer by the Company,
pursuant to the Registration Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of Exchange Securities registered
under the Securities Act.
"Registration Rights Agreement" means (i) with respect to the
Initial Securities issued on the Issue Date, the Registration Rights Agreement
dated March 30, 1999, among the Company, the Guarantors named therein and the
Initial Purchasers and (ii) with respect to each issuance of Additional
Securities issued in a transaction exempt from the registration requirements of
the Securities Act, the registration rights agreement, if any, among the Company
and the Persons purchasing such Additional Securities under the related Purchase
Agreement.
"Securities" means the Initial Securities, the Exchange
Securities and the Private Exchange Securities, treated as a single class.
"Securities Act" means the Securities Act of 1933.
"Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depository), or any successor person
thereto and shall initially be the Trustee.
"Shelf Registration Statement" means the registration
statement issued by the Company, in connection with the offer and sale of
Initial Securities or Private
Exchange Securities, pursuant to the Registration Rights Agreement.
"Transfer Restricted Securities" means Securities that bear or
are required to bear the legend set forth in Section 2.3(b) hereto.
<PAGE> 108
4
1.2 OTHER DEFINITIONS
<TABLE>
<CAPTION>
DEFINED IN
TERM SECTION:
---- ------------
<S> <C>
"Agent Members"............................................................2.1(b)
"Global Security"..........................................................2.1(a)
"Regulation S".............................................................2.1(a)
"Rule 144A"................................................................2.1(a)
</TABLE>
2. THE SECURITIES.
2.1 FORM AND DATING.
The Initial Securities are being offered and sold by the
Company pursuant to the Purchase Agreement.
(a) GLOBAL SECURITIES. Initial Securities offered and sold to
a QIB in reliance on Rule 144A under the Securities Act ("Rule 144A") or in
reliance on Regulation S under the Securities Act ("Regulation S"), in each case
as provided in the Purchase Agreement, shall be issued initially in the form of
one or more permanent global Securities in definitive, fully registered form
without interest coupons with the global securities legend and restricted
securities legend set forth in Exhibit 1 hereto (each, a Global Security"),
which shall be deposited on behalf of the purchasers of the Initial Securities
represented thereby with the Trustee, at its New York office, as custodian for
the Depository (or with such other custodian as the Depository may direct), and
registered in the name of the Depository or a nominee of the Depository, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee as hereinafter provided.
(b) BOOK-ENTRY PROVISIONS. This Section 2.1(b) shall apply
only to a Global Security deposited with or on behalf of the Depository.
The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depository for such
Global Security or Global Securities or the nominee of
<PAGE> 109
5
such Depository and (b) shall be delivered by the Trustee to such Depository or
pursuant to such Depository's instructions or held by the Trustee as custodian
for the Depository.
Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depository or by the Trustee as the
custodian of the Depository or under such Global Security, and the Depository
may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or impair, as between the Depository and its Agent Members, the
operation of customary practices of such Depository governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.
(c) CERTIFICATED SECURITIES. Except as provided in this
Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global
Securities will not be entitled to receive physical delivery of certificated
Securities.
2.2 AUTHENTICATION. The Trustee shall authenticate and deliver: (1) On
the Issue Date, $300.0 million 10 3/8% Senior Subordinated Notes Due 2007, (2)
Any Additional Securities for an original issue in an aggregate principal amount
specified in the written order of the Company pursuant to Section 2.02 of the
Indenture and (3) Exchange Securities or Private Exchange Securities in exchange
therefor for issue only in a Registered Exchange Offer or a Private Exchange,
respectively, pursuant to the Registration Rights Agreement, for a like
principal amount of Initial Securities, in each case upon a written order of the
Company signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of the Company. Such order shall specify the
amount of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated and whether the Securities are to be
Initial Securities, Exchange Securities or Private Exchange Securities. In
addition, in the case of an issuance of Additional Securities pursuant to
Section 2.13 of the Indenture, such
<PAGE> 110
6
order shall certify that such issuance is in compliance with Section 4.03 of
the Indenture.
2.3 TRANSFER AND EXCHANGE. (a) TRANSFER AND EXCHANGE OF GLOBAL
SECURITIES. (i) The transfer and exchange of Global Securities or beneficial
interests therein shall be effected through the Depository, in accordance with
this Indenture (including applicable restrictions on transfer set forth herein,
if any) and the procedures of the Depository therefor. A transferor of a
beneficial interest in a Global Security shall deliver to the Registrar a
written order given in accordance with the Depositary's procedures containing
information regarding the participant account of the Depositary to be credited
with a beneficial interest in the Global Security. The Registrar shall, in
accordance with such instructions instruct the Depositary to credit to the
account of the Person specified in such instructions a beneficial interest in
the Global Security and to debit the account of the Person making the transfer
the beneficial interest in the Global Security being transferred.
(ii) Notwithstanding any other provisions of this Appendix
(other than the provisions set forth in Section 2.4), a Global Security
may not be transferred as a whole except by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any such
nominee to a successor Depository or a nominee of such successor
Depository.
(iii) In the event that a Global Security is exchanged for
Securities in definitive registered form pursuant to Section 2.4 or
Section 2.09 of the Indenture, prior to the consummation of a
Registered Exchange Offer or the effectiveness of a Shelf Registration
Statement with respect to such Securities, such Securities may be
exchanged only in accordance with such procedures as are substantially
consistent with the provisions of this Section 2.3 (including the
certification requirements set forth on the reverse of the Initial
Securities intended to ensure that such transfers comply with Rule 144A
or Regulation S, as the case may be) and such other procedures as may
from time to time be adopted by the Company.
<PAGE> 111
7
(b) LEGEND.
(i) Except as permitted by the following paragraphs (ii),
(iii) and (iv), each Security certificate evidencing the Global
Securities (and all Securities issued in exchange therefor or in
substitution thereof) shall bear a legend in substantially the
following form:
"THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS
SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE."
(ii) Upon any sale or transfer of a Transfer Restricted
Security represented by a Global Security pursuant to Rule 144 under
the Securities Act, the Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Security for a certificated
<PAGE> 112
8
Security that does not bear the legend set forth above and rescind any
restriction on the transfer of such Transfer Restricted Security, if
the Holder certifies in writing to the Registrar that its request for
such exchange was made in reliance on Rule 144 (such certification to
be in the form set forth on the reverse of the Security).
(iii) After a transfer of any Initial Securities or Private
Exchange Securities during the period of the effectiveness of a Shelf
Registration Statement with respect to such Initial Securities or
Private Exchange Securities, as the case may be, all requirements
pertaining to legends on such Initial Security or such Private Exchange
Security will cease to apply, the requirements requiring any such
Initial Security or such Private Exchange Security issued to certain
Holders be issued in global form will cease to apply, and a
certificated Initial Security or Private Exchange Security without
legends will be available to the transferee of the Holder of such
Initial Securities or Private Exchange Securities upon exchange of such
transferring Holder's certificated Initial Security or Private Exchange
Security or directions to transfer such Holder's interest in the Global
Security, as applicable.
(iv) Upon the consummation of a Registered Exchange Offer with
respect to the Initial Securities pursuant to which Holders of such
Initial Securities are offered Exchange Securities in exchange for
their Initial Securities, all requirements pertaining to such Initial
Securities that Initial Securities issued to certain Holders be issued
in global form will cease to apply and certificated Initial Securities
with the restricted securities legend set forth in Exhibit 1 hereto
will be available to Holders of such Initial Securities that do not
exchange their Initial Securities, and Exchange Securities in
certificated or global form will be available to Holders that exchange
such Initial Securities in such Registered Exchange Offer.
(v) Upon the consummation of a Private Exchange with respect
to the Initial Securities pursuant to which Holders of such Initial
Securities are offered Private Exchange Securities in exchange for
their Initial Securities, all requirements pertaining to such
<PAGE> 113
9
Initial Securities that Initial Securities issued to certain Holders be
issued in global form will still apply, and Private Exchange Securities
in global form with the Restricted Securities Legend set forth in
Exhibit 1 hereto will be available to Holders that exchange such
Initial Securities in such Private Exchange.
(C) CANCELLATION OR ADJUSTMENT OF GLOBAL SECURITY. At such
time as all beneficial interests in a Global Security have been exchanged for
certificated Securities, redeemed, repurchased or canceled, such Global Security
shall be returned to the Depository for cancellation or retained and canceled by
the Trustee. At any time prior to such cancellation, if any beneficial interest
in a Global Security is exchanged for certificated Securities, redeemed,
repurchased or canceled, the principal amount of Securities represented by such
Global Security shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Securities Custodian for such
Global Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.
(D) OBLIGATIONS WITH RESPECT TO TRANSFERS AND
EXCHANGES OF SECURITIES.
(i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate certificated
Securities and Global Securities at the Registrar's or co-registrar's
request.
(ii) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any
such transfer taxes, assessments or similar governmental charge payable
upon exchange or transfer pursuant to Sections 3.06, 4.09 and 9.05).
(iii) The Registrar or co-registrar shall not be required to
register the transfer of or exchange of (a) any certificated Security
selected for redemption in whole or in part pursuant to Article 3 of
this Indenture, except the unredeemed portion of any certificated
Security being redeemed in part, or
<PAGE> 114
10
(b) any Security for a period beginning 15 Business Days before the
mailing of a notice of an offer to repurchase or redeem Securities or
15 Business Days before an interest payment date.
(iv) Prior to the due presentation for registration of
transfer of any Security, the Company, the Trustee, the Paying Agent,
the Registrar or any co-registrar may deem and treat the person in
whose name a Security is registered as the absolute owner of such
Security for the purpose of receiving payment of principal of and
interest on such Security and for all other purposes whatsoever,
whether or not such Security is overdue, and none of the Company, the
Trustee, the Paying Agent, the Registrar or any co-registrar shall be
affected by notice to the contrary.
(v) All Securities issued upon any transfer or exchange
pursuant to the terms of this Indenture shall evidence the same debt
and shall be entitled to the same benefits under this Indenture as the
Securities surrendered upon such transfer or exchange.
(E) NO OBLIGATION OF THE TRUSTEE.
(i) The Trustee shall have no responsibility or obligation to
any beneficial owner of a Global Security, a member of, or a
participant in the Depository or other Person with respect to the
accuracy of the records of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest
in the Securities or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depository) of
any notice (including any notice of redemption) or the payment of any
amount, under or with respect to such Securities. All notices and
communications to be given to the Holders and all payments to be made
to Holders under the Securities shall be given or made only to or upon
the order of the registered Holders (which shall be the Depository or
its nominee in the case of a Global Security). The rights of beneficial
owners in any Global Security shall be exercised only through the
Depository subject to the applicable rules and procedures of the
Depository. The Trustee may rely and shall be fully protected in
relying upon information furnished by the Depository with respect to
its members, participants and any beneficial owners.
<PAGE> 115
11
(ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Security (including any transfers
between or among Depository participants, members or beneficial owners
in any Global Security) other than to require delivery of such
certificates and other documentation or evidence as are expressly
required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial
compliance as to form with the express requirements hereof.
2.4 CERTIFICATED SECURITIES.
(a) A Global Security deposited with the Depository or with
the Trustee as custodian for the Depository pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of certificated
Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 and (i) the Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global
Security or if at any time such Depository ceases to be a "clearing agency"
registered under the Exchange Act and, in either case, a successor depositary is
not appointed by the Company within 90 days of such notice, or (ii) an Event of
Default has occurred and is continuing or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of certificated Securities under this Indenture.
(b) Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section shall be surrendered by the Depository
to the Trustee located in the Borough of Manhattan, The City of New York, to be
so transferred, in whole or from time to time in part, without charge, and the
Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Security, an equal aggregate principal amount of certificated
Initial Securities of authorized denominations. Any portion of a Global Security
transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 and any integral multiple thereof and
registered in such names as the Depository shall direct. Any certificated
Initial Security delivered in exchange for
<PAGE> 116
12
an interest in the Global Security shall, except as otherwise provided by
Section 2.3(b), bear the restricted securities legend set forth in Exhibit 1
hereto.
(c) Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Security may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.
(d) In the event of the occurrence of any of the events
specified in Section 2.4(a), the Company will promptly make available to the
Trustee a reasonable supply of certificated Securities in definitive, fully
registered form without interest coupons.
<PAGE> 117
EXHIBIT 1
to
RULE 144A/REGULATION S APPENDIX
[FORM OF FACE OF INITIAL SECURITY]
[Global Securities Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
[Restricted Securities Legend]
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHER WISE
TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH
<PAGE> 118
2
RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
<PAGE> 119
3
CUSIP NO.
No. ________ $___________
10-3/8% Senior Subordinated Notes Due 2007
Fairchild Semiconductor Corporation, a Delaware corporation,
promises to pay to CEDE & CO., or registered assigns, the principal sum of
__________ Dollars on October 1, 2007.
Interest Payment Dates: April 1 and October 1
Record Dates: March 15 and September 15
Additional provisions of this Security are set forth on the
other side of this Security.
Dated: April 7, 1999
FAIRCHILD SEMICONDUCTOR
CORPORATION,
by
---------------------------------
Name:
Title:
by
---------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee, certifies that
this is one of the Securities
referred to in the Indenture.
by
-----------------------------
Authorized Signatory
<PAGE> 120
4
[FORM OF REVERSE SIDE OF INITIAL SECURITY]
10-3/8% Senior Subordinated Note Due October 1, 2007
1. INTEREST
Fairchild Semiconductor Corporation, a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the "Company"), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above; PROVIDED, HOWEVER, that if a Registration Default (as defined in the
Registration Rights Agreement) occurs, additional interest will accrue on this
Security at a rate of 0.50% per annum, increasing by 0.50% per annum on the 90th
day after such Registration Default and on every 90th day thereafter during the
continuation of any such Registration Default, from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured. The Company will pay
interest semiannually on April 1 and October 1 of each year. Interest on the
Securities will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from [April 7, 1999] [date of issuance of any
Additional Securities]. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. The Company shall pay interest on overdue principal at
the rate borne by the Securities plus 1% per annum, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.
2. METHOD OF PAYMENT
The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on March 15 or September 15 next preceding the interest
payment date even if Securities are canceled after the record date and on or
before the interest payment date. Holders must surrender Securities to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Securities
represented by a Global Security (including principal, premium and interest)
<PAGE> 121
5
will be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. The Company will make all payments in
respect of a certificated Security (including principal, premium and interest)
by mailing a check to the registered address of each Holder thereof; PROVIDED,
HOWEVER, that payments on a certificated Security will be made by wire transfer
to a U.S. dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no
later than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion).
3. PAYING AGENT AND REGISTRAR
Initially, United States Trust Company of New York, a New York
banking corporation ("Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.
4. INDENTURE
The Company issued the Securities under an Indenture dated as
of April 7, 1999 ("Indenture"), among the Company, FSC Semiconductor
Corporation, Fairchild Semiconductor Corporation of California and the Trustee.
The terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms. The Company's obligations under the Securities are guaranteed by
the Parent and certain Restricted Subsidiaries of the Company.
The Securities are general unsecured obligations of the
Company. The Company shall be entitled, subject to its compliance with Section
4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13
of the Indenture. The Initial Securities issued on the Issue Date,
<PAGE> 122
6
any Additional Securities and all Exchange Securities or Private Exchange
Securities issued in exchange therefor will be treated as a single class for all
purposes under the Indenture. The Indenture limits, among other things (i) the
incurrence of additional debt by the Company and its subsidiaries, (ii) the
payment of dividends on capital stock of the Company and the purchase,
redemption or retirement of capital stock or subordinated indebtedness, (iii)
certain transactions with affiliates, (iv) sales of assets, including capital
stock of subsidiaries, and (v) certain consolidations, mergers and transfers of
assets. The Indenture also prohibits certain restrictions on distributions from
subsidiaries. All of these limitations and prohibitions, however, are subject to
a number of important qualifications contained in the Indenture.
5. OPTIONAL REDEMPTION
Except as set forth in the next paragraph, the Securities may
not be redeemed prior to April 1, 2003. On and after that date, the Company may
redeem the Securities in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount), plus
accrued interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the related
interest payment date):
if redeemed during the 12-month period beginning April 1,
<TABLE>
<CAPTION>
PERIOD PERCENTAGE
------ ----------
<S> <C>
2003.........................................................105.188%
2004.........................................................103.458
2005.........................................................101.729
2006 and thereafter..........................................100.000
</TABLE>
In addition, at any time prior to April 1, 2002, the Company
may redeem up to 35% of the aggregate principal amount of Securities (which
includes Additional Securities, if any) with the proceeds of a Public Equity
Offering, at any time or from time to time, at a redemption price of 110.375% of
the principal amount thereof, plus accrued interest to redemption date (subject
to the right of Holders of record on the relevant record date to receive
interest
<PAGE> 123
7
due on the related interest payment date); PROVIDED, HOWEVER, that:
(1) at least 65% of such aggregate principal amount of
Securities (which includes Additional Securities, if any) remains
outstanding immediately after the occurrence of each such redemption
(other than the Securities held, directly or indirectly, by the Company
or its Affiliates); and
(2) each such redemption occurs within 90 days after the date
of the related Public Equity Offering.
6. SPECIAL REDEMPTION
In the event that (1) the Acquisition of the Power Device
Business is not consummated or (2) Samsung Electronics Co., Ltd. has not
received in cash the full purchase price for the Acquisition, in each case on or
prior to April 23, 1999, the Company shall redeem the Securities (the "Special
Redemption") at a redemption price of 100% of the aggregate principal amount
thereof, plus accrued and unpaid interest thereon (subject to the right of
holders of record on the relevant date to receive interest due on such date) to
the date of redemption. The Company shall prepare and deliver to the Trustee the
notice of the Special Redemption on or prior to the Business Day immediately
preceding, and the Trustee will send by first class mail a copy of such notice
to the holders of Securities on or prior to, April 26, 1999. The Company shall
redeem the Securities on or prior to May 3, 1999 or, in the event that the
Company does not have sufficient cash to redeem the Securities as a result of
any restriction imposed by Korean law, the Company shall redeem the Securities
on the earlier of (1) the fifth Business Day immediately following the date such
restriction is no longer applicable and (2) July 1, 1999.
7. NOTICE OF REDEMPTION
Except as set forth in paragraph 6 above, notice of optional
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his registered
address. Securities in denominations larger than $1,000 may be redeemed in part
but only in whole multiples of $1,000. If money sufficient to pay the redemption
price of and accrued interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the
<PAGE> 124
8
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.
8. PUT PROVISIONS
Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions, to cause the Company to repurchase all
or any part of the Securities of such Holder at a repurchase price equal to 101%
of the principal amount of the Securities to be repurchased plus accrued
interest to the date of repurchase (subject to the right of holders of record on
the relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.
9. SUBORDINATION
The Securities are subordinated to Senior Indebtedness, as
defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness must be paid before the Securities may be paid. The Company agrees,
and each Securityholder by accepting a Security agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.
10. DENOMINATIONS; TRANSFER; EXCHANGE
The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.
11. PERSONS DEEMED OWNERS
The registered Holder of this Security may be treated as the
owner of it for all purposes.
<PAGE> 125
9
12. UNCLAIMED MONEY
If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.
13. DISCHARGE AND DEFEASANCE
Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal and interest on the Securities to redemption or
maturity, as the case may be.
14. AMENDMENT, WAIVER
Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, the Company and the Trustee may amend
the Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article 5 of the Indenture, or to provide for
uncertificated Securities in addition to or in place of certificated Securities,
or to add guarantees with respect to the Securities or to secure the Securities,
or to add additional covenants or surrender rights and powers conferred on the
Company, or to comply with any request of the SEC in connection with qualifying
the Indenture under the Act, or to make certain changes in the subordination
provisions, or to release a Subsidiary Guaranty when permitted by the Indenture,
or to make any change that does not adversely affect the rights of any
Securityholder.
15. DEFAULTS AND REMEDIES
Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment of
principal on the
<PAGE> 126
10
Securities at maturity, upon redemption pursuant to paragraph 5 of the
Securities, upon acceleration or otherwise, or failure by the Company to redeem
or purchase Securities when required; (iii) failure by the Company to comply
with other agreements in the Indenture or the Securities, in certain cases
subject to notice and lapse of time; (iv) certain accelerations (including
failure to pay within any grace period after final maturity) of other
Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds
$10.0 million; (v) certain events of bankruptcy or insolvency with respect to
the Company and the Significant Subsidiaries; (vi) certain judgments or decrees
for the payment of money in excess of $10.0 million; and (vii) certain events
with respect to the guarantees of the Securities by the Parent and certain
Restricted Subsidiaries of the Company. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Securities may declare all the Securities to be due and payable immediately,
subject to certain conditions. Certain events of bankruptcy or insolvency are
Events of Default which will result in the Securities being due and payable
immediately upon the occurrence of such Events of Default.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Securityholders notice of any continuing
Default (except a Default in payment of principal or interest) if it determines
that withholding notice is in the interest of the Holders.
16. TRUSTEE DEALINGS WITH THE COMPANY
Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.
<PAGE> 127
11
17. NO RECOURSE AGAINST OTHERS
A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.
18. AUTHENTICATION
This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
19. ABBREVIATIONS
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TENENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).
20. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.
Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the
extent provided therein.
21. GOVERNING LAW.
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE
<PAGE> 128
12
SECURITYHOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF THIS SECURITY
IN LARGER TYPE. REQUESTS MAY BE MADE TO:
FAIRCHILD SEMICONDUCTOR CORPORATION
333 WESTERN AVENUE
SOUTH PORTLAND, ME 04106
ATTENTION: GENERAL COUNSEL
<PAGE> 129
13
- -------------------------------------------------------------------------------
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this
Security on the books of the Company. The agent may substitute another to
act for him.
- -------------------------------------------------------------------------------
Date: Your Signature:
---------------------- -----------------------------------
- -------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.
In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:
CHECK ONE BOX BELOW
(1) |_| to the Company; or
(2) |_| pursuant to an effective registration
statement under the Securities Act of 1933; or
(3) |_| inside the United States to a "qualified
institutional buyer" (as defined in Rule 144A under the
Securities Act of 1933) that
<PAGE> 130
14
purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given
that such transfer is being made in reliance on Rule
144A, in each case pursuant to and in compliance with
Rule 144A under the Securities Act of 1933; or
(4) |_| outside the United States in an offshore transaction
within the meaning of Regulation S under the Securities
Act in compliance with Rule 904 under the Securities
Act of 1933; or
(5) |_| pursuant to another available exemption from
registration provided by Rule 144 under the Securities
Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any
person other than the registered holder thereof; PROVIDED, HOWEVER,
that if box (4) or (5) is checked, the Trustee may require, prior to
registering any such transfer of the Securities, such legal opinions,
certifications and other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.
-----------------------------
Signature
Signature Guarantee:
- ---------------------------- -----------------------------
Signature must be guaranteed Signature
<PAGE> 131
15
- -------------------------------------------------------------------------------
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.
Dated:
-------------------------- -------------------------------
NOTICE: To be executed by
an executive officer
<PAGE> 132
16
[TO BE ATTACHED TO GLOBAL SECURITIES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security
have been made:
<TABLE>
<S> <C> <C> <C> <C>
Date of Amount of decrease Amount of increase Principal amount Signature of
Exchange in Principal in Principal of this Global authorized officer
Amount of this Amount of this Security following of Trustee or
Global Security Global Security such decrease or Securities
increase Custodian
</TABLE>
<PAGE> 133
17
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by
the Company pursuant to Section 4.06 or 4.09 of the Indenture,
check the box:
/ /
/ /
If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture,
state the amount in principal amount: $
Date: Your Signature:
--------------------------- -------------------------------
(Sign exactly as your name
appears on the other side of
this Security.)
Signature Guarantee:
-----------------------------------------------------------
(Signature must be guaranteed)
<PAGE> 134
EXHIBIT A
[FORM OF FACE OF EXCHANGE SECURITY
OR PRIVATE EXCHANGE SECURITY]
[*/]
[**/]
No. _______ $__________
10-3/8% Senior Subordinated Notes Due 2007
Fairchild Semiconductor Corporation, a Delaware corporation, promises
to pay to CEDE & CO., or registered assigns, the principal sum of _________
Dollars on October 1, 2007.
Interest Payment Dates: April 1 and October 1
Record Dates: March 15 and September 15
- ----------------
*/ If the Security is to be issued in global form add the Global Securities
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES
OR DECREASES IN GLOBAL SECURITY".
**/ If the Security is a Private Exchange Security issued in a Private Exchange
to an Initial Purchaser holding an unsold portion of its initial allotment,
add the Restricted Securities Legend from Exhibit 1 to Appendix A and
replace the Assignment Form included in this Exhibit A with the Assignment
Form included in such Exhibit 1.
<PAGE> 135
2
Additional provisions of this Security are set forth on the other side
of this Security.
Dated: April 7, 1999
FAIRCHILD SEMICONDUCTOR
CORPORATION,
by
---------------------------------------
Name:
Title:
by
---------------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee, certifies that
this is one of the Securities
referred to in the Indenture.
by
--------------------------------
Authorized Signatory
<PAGE> 136
[FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE
SECURITY]
10-3/8% Senior Subordinated Note Due October 1, 2007
1. INTEREST
Fairchild Semiconductor Corporation, a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the "Company"), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above [; PROVIDED, HOWEVER, that if a Registration Default (as defined in the
Registration Rights Agreement) occurs, additional interest will accrue on this
Security at a rate of 0.50% per annum, increasing by 0.50% per annum on the 90th
day after such Registration Default and on every 90th day thereafter during the
continuation of any such Registration Default, from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured]***/. The Company will pay
interest semiannually on April 1 and October 1 of each year. Interest on the
Securities will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from [April 7, 1999] [date of issuance of any
Additional Securities]. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. The Company shall pay interest on overdue principal at
the rate borne by the Securities plus 1% per annum, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.
2. METHOD OF PAYMENT
The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on
- ---------------------
***/ Insert if at the time of issuance of the Exchange Security or Private
Exchange Security (as the case may be) neither the Registered Exchange Offer has
been consummated nor a Shelf Registration Statement has been declared effective
in accordance with the Registration Rights Agreement.
4
<PAGE> 137
March 15 or September 15 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of Securities (including principal,
premium and interest) will be made by wire transfer of immediately available
funds to the accounts specified by the holders thereof or, if no U.S. dollar
account maintained by the payee with a bank in the United States is designated
by any holder to the Trustee or the Paying Agent at least 30 days prior to the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion), by mailing a check to the registered address of such holder.
3. PAYING AGENT AND REGISTRAR
Initially, United States Trust Company of New York, a New York
banking corporation ("Trustee"), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.
4. INDENTURE
The Company issued the Securities under an Indenture dated as
of April 7, 1999 ("Indenture"), among the Company, FSC Semiconductor
Corporation, Fairchild Semiconductor Corporation of California and the Trustee.
The terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms. The Company's obligations under the Securities are guaranteed by
the Parent and certain Restricted Subsidiaries of the Company.
The Securities are general unsecured obligations of the
Company. The Company shall be entitled, subject to its compliance with Section
4.03 of the Indenture, to issue
5
<PAGE> 138
Additional Securities pursuant to Section 2.13 of the Indenture. The Initial
Securities issued on the Issue Date, any Additional Securities and all Exchange
Securities or Private Exchange Securities issued in exchange therefor will be
treated as a single class for all purposes under the Indenture. The Indenture
limits, among other things (i) the incurrence of additional debt by the Company
and its subsidiaries, (ii) the payment of dividends on capital stock of the
Company and the purchase, redemption or retirement of capital stock or
subordinated indebtedness, (iii) certain transactions with affiliates, (iv)
sales of assets, including capital stock of subsidiaries, and (v) certain
consolidations, mergers and transfers of assets. The Indenture also prohibits
certain restrictions on distributions from subsidiaries. All of these
limitations and prohibitions, however, are subject to a number of important
qualifications contained in the Indenture.
5. OPTIONAL REDEMPTION
Except as set forth in the next paragraph, the Securities may
not be redeemed prior to April 1, 2003. On and after that date, the Company may
redeem the Securities in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount), plus
accrued interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the related
interest payment date):
if redeemed during the 12-month period beginning April 1,
<TABLE>
<CAPTION>
PERIOD PERCENTAGE
------ ----------
<S> <C> <C>
2003......................................................105.188%
2004......................................................103.458
2005......................................................101.729
2006 and thereafter.......................................100.000
</TABLE>
In addition, at any time prior to April 1, 2002, the Company
may redeem up to 35% of the aggregate principal amount of Securities (which
includes Additional Securities, if any,) with the proceeds of a Public Equity
Offering, at any time or from time to time, at a redemption price of 110.375% of
the principal amount thereof, plus accrued interest to redemption date (subject
to the right of Holders of record on the relevant record date to receive
interest
6
<PAGE> 139
due on the related interest payment date); PROVIDED, HOWEVER, that:
(1) at least 65% of such aggregate principal amount of
Securities (which includes Additional Securities, if any) remains
outstanding immediately after the occurrence of each such redemption
(other than the Securities held, directly or indirectly, by the Company
or its Affiliates); and
(2) each such redemption occurs within 90 days after the date
of the related Public Equity Offering.
6. SPECIAL REDEMPTION
In the event that (1) the Acquisition of the Power Device
Business is not consummated or (2) Samsung Electronics Co., Ltd. has not
received in cash the full purchase price for the Acquisition, in each case on or
prior to April 23, 1999, the Company shall redeem the Securities (the "Special
Redemption") at a redemption price of 100% of the aggregate principal amount
thereof, plus accrued and unpaid interest thereon (subject to the right of
holders of record on the relevant date to receive interest due on such date) to
the date of redemption. The Company shall prepare and deliver to the Trustee the
notice of the Special Redemption on or prior to the Business Day immediately
preceding, and the Trustee will send by first class mail a copy of such notice
to the Holders of Securities on or prior to, April 26, 1999. The Company shall
redeem the Securities on or prior to May 3, 1999 or, in the event that the
Company does not have sufficient cash to redeem the Securities as a result of
any restriction imposed by Korean law, the Company shall redeem the Securities
on the earlier of (1) the fifth Business Day immediately following the date such
restriction is no longer applicable and (2) July 1, 1999.
7. NOTICE OF REDEMPTION
Except as set forth in paragraph 6 above, notice of optional
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his registered
address. Securities in denominations larger than $1,000 may be redeemed in part
but only in whole multiples of $1,000. If money sufficient to pay the redemption
price of and accrued interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the
7
<PAGE> 140
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities
(or such portions thereof) called for redemption.
8. PUT PROVISIONS
Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions, to cause the Company to repurchase all
or any part of the Securities of such Holder at a repurchase price equal to 101%
of the principal amount of the Securities to be repurchased plus accrued
interest to the date of repurchase (subject to the right of holders of record on
the relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.
9. SUBORDINATION
The Securities are subordinated to Senior Indebtedness, as
defined in the Indenture. To the extent provided in the Indenture, Senior
Indebtedness must be paid before the Securities may be paid. The Company agrees,
and each Securityholder by accepting a Security agrees, to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.
10. DENOMINATIONS; TRANSFER; EXCHANGE
The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.
11. PERSONS DEEMED OWNERS
The registered Holder of this Security may be treated as the
owner of it for all purposes.
8
<PAGE> 141
12. UNCLAIMED MONEY
If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.
13. DISCHARGE AND DEFEASANCE
Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal and interest on the Securities to redemption or
maturity, as the case may be.
14. AMENDMENT, WAIVER
Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, the Company and the Trustee may amend
the Indenture or the Securities to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article 5 of the Indenture, or to provide for
uncertificated Securities in addition to or in place of certificated Securities,
or to add guarantees with respect to the Securities or to secure the Securities,
or to add additional covenants or surrender rights and powers conferred on the
Company, or to comply with any request of the SEC in connection with qualifying
the Indenture under the Act, or to make certain changes in the subordination
provisions, or to release a Subsidiary Guaranty when permitted by the Indenture,
or to make any change that does not adversely affect the rights of any
Securityholder.
15. DEFAULTS AND REMEDIES
Under the Indenture, Events of Default include (i) default for
30 days in payment of interest on the Securities; (ii) default in payment of
principal on the
9
<PAGE> 142
Securities at maturity, upon redemption pursuant to paragraph 5 of the
Securities, upon acceleration or otherwise, or failure by the Company to redeem
or purchase Securities when required; (iii) failure by the Company to comply
with other agreements in the Indenture or the Securities, in certain cases
subject to notice and lapse of time; (iv) certain accelerations (including
failure to pay within any grace period after final maturity) of other
Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds
$10.0 million; (v) certain events of bankruptcy or insolvency with respect to
the Company and the Significant Subsidiaries; (vi) certain judgments or decrees
for the payment of money in excess of $10.0 million; and (vii) certain events
with respect to the guarantees of the Securities by the Parent and certain
Restricted Subsidiaries of the Company. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Securities may declare all the Securities to be due and payable immediately,
subject to certain conditions. Certain events of bankruptcy or insolvency are
Events of Default which will result in the Securities being due and payable
immediately upon the occurrence of such Events of Default.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may refuse to
enforce the Indenture or the Securities unless it receives reasonable indemnity
or security. Subject to certain limitations, Holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Securityholders notice of any continuing
Default (except a Default in payment of principal or interest) if it determines
that withholding notice is in the interest of the Holders.
16. TRUSTEE DEALINGS WITH THE COMPANY
Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.
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<PAGE> 143
17. NO RECOURSE AGAINST OTHERS
A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.
18. AUTHENTICATION
This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
19. ABBREVIATIONS
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).
20. CUSIP NUMBERS
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.
21. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.
Each Holder of a Security, by acceptance hereof, acknowledges
and agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
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<PAGE> 144
registration and the indemnification of the Company to the extent provided
therein.
22. GOVERNING LAW.
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:
FAIRCHILD SEMICONDUCTOR CORPORATION
333 WESTERN AVENUE
SOUTH PORTLAND, ME 04106
ATTENTION: GENERAL COUNSEL
12
<PAGE> 145
- --------------------------------------------------------------------------------
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
- --------------------------------------------------------------------------------
Date: Your Signature:
--------------------- -------------------------------------
- ---------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.
13
<PAGE> 146
OPTION OF HOLDER TO ELECT PURCHASE
IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.06 OR 4.09 OF THE INDENTURE, CHECK THE BOX:
/ /
IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY
PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.09 OF THE INDENTURE,
STATE THE AMOUNT: $
DATE: YOUR SIGNATURE:
------------------------------- ---------------------------
(SIGN EXACTLY AS YOUR NAME APPEARS ON
THE OTHER SIDE OF THE SECURITY)
SIGNATURE GUARANTEE:
-----------------------------------------------------------
(SIGNATURE MUST BE GUARANTEED BY A
MEMBER FIRM OF THE NEW YORK STOCK
EXCHANGE OR A COMMERCIAL BANK OR TRUST
COMPANY)
<PAGE> 1
Exhibit 4.03
EXECUTION COPY
$300,000,000
FAIRCHILD SEMICONDUCTOR CORPORATION
10 3/8% SENIOR SUBORDINATED NOTES DUE OCTOBER 1, 2007
REGISTRATION RIGHTS AGREEMENT
March 30, 1999
CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
FLEET SECURITIES, INC.
c/o CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, New York 10010-3629
Ladies and Gentlemen:
Fairchild Semiconductor Corporation, a Delaware corporation
("FAIRCHILD"), proposes to issue and sell to Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc. and
Fleet Securities, Inc. (collectively, the "INITIAL PURCHASERS"), upon the terms
set forth in a purchase agreement dated March 30, 1999 (the "PURCHASE
AGREEMENT"), $300,000,000 aggregate principal amount of its 103/8% Senior
Subordinated Notes Due October 1, 2007 (the "INITIAL SECURITIES"). The Initial
Securities will be unconditionally guaranteed on a senior subordinated basis by
FSC Semiconductor Corporation, a Delaware corporation ("FSC SEMICONDUCTOR"), and
each existing and subsequently organized domestic subsidiary of Fairchild who
become guarantors under the Credit Agreement (as defined in the Purchase
Agreement) (together with FSC Semiconductor, the "GUARANTORS" and, together with
Fairchild, the "COMPANY"). The Initial Securities will be issued pursuant to an
Indenture, dated as of April 1999 (the "INDENTURE"), among Fairchild, the
Guarantors and United States Trust Company of New York, as trustee (the
"TRUSTEE"). As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company agrees with the several Initial Purchasers, for
the benefit of the holders of the Initial Securities (including, without
limitation, the Initial Purchasers), the Exchange Securities (as defined below)
and the Private Exchange Securities (as defined below) (collectively the
"HOLDERS"), as follows:
1. REGISTERED EXCHANGE OFFER. The Company shall, at its own cost,
prepare and, not later than 60 days after (or if the 60th day is not a business
day, the first business day thereafter) the date of original issue of the
Initial Securities (the "ISSUE DATE"), file with the Securities and Exchange
Commission (the "COMMISSION") a registration statement (the "EXCHANGE OFFER
REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933
(the "SECURITIES ACT"), with respect to a proposed offer (the "REGISTERED
EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in
Section 7 hereof), who are not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer, to issue and deliver to
such Holders, in exchange for the Initial Securities, a like aggregate principal
amount of debt securities (the "EXCHANGE SECURITIES") issued by Fairchild and
guaranteed by the Guarantors under the Indenture and identical in all material
respects to the Initial Securities (except for the transfer restrictions
relating to the Initial Securities and the provisions relating to the matters
described in Section 6 hereof) that would be registered under the Securities
Act. The Company shall use its best efforts to cause such Exchange Offer
Registration Statement to become effective under the Securities Act within 150
days (or if the 150th day is not a business day, the first business day
thereafter) after the Issue Date of the Initial Securities and shall keep the
Exchange Offer Registration Statement
<PAGE> 2
effective for not less than 30 days (or longer, if required by applicable law)
after the date notice of the Registered Exchange Offer is mailed to the Holders
(such period being called the "EXCHANGE OFFER REGISTRATION PERIOD").
If the Company effects the Registered Exchange Offer, the Company will
be entitled to close the Registered Exchange Offer 30 days after the
commencement thereof provided that the Company has accepted all the Initial
Securities theretofore validly tendered in accordance with the terms of the
Registered Exchange Offer.
Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities (as defined in Section 6
hereof) electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the meaning
of the Securities Act, acquires the Exchange Securities in the ordinary course
of such Holder's business and has no arrangements with any person to participate
in the distribution of the Exchange Securities and is not prohibited by any law
or policy of the Commission from participating in the Registered Exchange Offer)
to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.
The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.
The Company shall use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; PROVIDED, HOWEVER, that (i) in the
case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be
the lesser of 180 days after the expiration date of the Registered Exchange
Offer and the date on which all Exchanging Dealers and the Initial Purchasers
have sold all Exchange Securities held by them (unless such period is extended
pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus
and any amendment or supplement thereto available to any broker-dealer for use
in connection with any resale of any Exchange Securities for a period not less
than 90 days after the consummation of the Registered Exchange Offer.
If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (each, a "PRIVATE EXCHANGE" and collectively, the "PRIVATE EXCHANGES")
for the Initial Securities held by such Initial Purchaser, a like principal
amount of debt securities issued by Fairchild and guaranteed by the Guarantors
under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the
2
<PAGE> 3
Securities Act and the securities laws of the several states of the United
States, but excluding provisions relating to the matters described in Section 6
hereof) to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The
Initial Securities, the Exchange Securities and the Private Exchange Securities
are herein collectively called the "SECURITIES".
In connection with the Registered Exchange Offer, the Company shall:
(a) mail to each Holder a copy of the prospectus forming part
of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;
(b) keep the Registered Exchange Offer open for not less than
30 days (or longer, if required by applicable law) after the date
notice thereof is mailed to the Holders;
(c) utilize the services of a depositary for the Registered
Exchange Offer with an address in the Borough of Manhattan, The City of
New York, which may be the Trustee or an affiliate of the Trustee;
(d) permit Holders to withdraw tendered Initial Securities at
any time prior to the close of business, New York time, on the last
business day on which the Registered Exchange Offer shall remain open;
and
(e) otherwise comply with all applicable laws.
As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:
(x) accept for exchange all the Initial Securities validly
tendered and not withdrawn pursuant to the Registered Exchange Offer
and the Private Exchange;
(y) deliver to the Trustee for cancellation all the Initial
Securities so accepted for exchange; and
(z) cause the Trustee to authenticate and deliver promptly to
each Holder of the Initial Securities, Exchange Securities or Private
Exchange Securities, as the case may be, equal in principal amount to
the Initial Securities of such Holder so accepted for exchange.
The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.
Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchanges will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.
Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company in writing that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities within the meaning of the
Securities Act, (iii) such Holder is not an "AFFILIATE", as defined in Rule 405
of the Securities Act, of the Company or if it is an affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such
3
<PAGE> 4
Holder is not a broker-dealer, that it is not engaged in, and does not intend to
engage in, the distribution of the Exchange Securities and (v) if such Holder is
a broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.
Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.
2. SHELF REGISTRATION. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within
180 days of the date of this Agreement, (iii) any Initial Purchaser so requests
with respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange, the Company shall take the following actions:
(a) The Company shall, at its cost, as promptly as practicable
(but in no event more than 30 days after so required or requested
pursuant to this Section 2) file with the Commission and thereafter
shall use its best efforts to cause to be declared effective a
registration statement (the "SHELF REGISTRATION STATEMENT" and,
together with the Exchange Offer Registration Statement, a
"REGISTRATION STATEMENT") on an appropriate form under the Securities
Act relating to the offer and sale of the Transfer Restricted
Securities (as defined in Section 6 hereof) by the Holders thereof from
time to time in accordance with the methods of distribution set forth
in the Shelf Registration Statement and Rule 415 under the Securities
Act (hereinafter, the "SHELF REGISTRATION"); PROVIDED, HOWEVER, that no
Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement
unless such Holder agrees in writing to be bound by all the provisions
of this Agreement applicable to such Holder.
(b) The Company shall use its best efforts to keep the Shelf
Registration Statement continuously effective in order to permit the
prospectus included therein to be lawfully delivered by the Holders of
the relevant Securities, for a period of two years (or for such longer
period if extended pursuant to Section 3(j) below) from the date of its
effectiveness or such shorter period that will terminate when all the
Securities covered by the Shelf Registration Statement (i) have been
sold pursuant thereto or (ii) are no longer restricted securities (as
defined in Rule 144 under the Securities Act, or any successor rule
thereof). The Company shall be deemed not to have used its best efforts
to keep the Shelf Registration Statement effective during the requisite
period if it voluntarily takes any action that would result in Holders
of Securities covered thereby not being able to offer and sell such
Securities during that period, unless such action is required by
applicable law.
4
<PAGE> 5
(c) Notwithstanding any other provisions of this Agreement to
the contrary, the Company shall cause the Shelf Registration Statement
and the related prospectus and any amendment or supplement thereto, as
of the effective date of the Shelf Registration Statement, amendment or
supplement, (i) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the
Commission and (ii) not to contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
3. REGISTRATION PROCEDURES. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:
(a) The Company shall (i) furnish to each Initial Purchaser,
prior to the filing thereof with the Commission, a copy of the
Registration Statement and each amendment thereof and each supplement,
if any, to the prospectus included therein and, in the event that an
Initial Purchaser (with respect to any portion of an unsold allotment
from the original offering) is participating in the Registered Exchange
Offer or the Shelf Registration Statement, the Company shall use its
best efforts to reflect in each such document, when so filed with the
Commission, such comments as such Initial Purchaser reasonably may
propose; (ii) include the information set forth in Annex A hereto on
the cover, in Annex B hereto in the "Exchange Offer Procedures" section
and the "Purpose of the Exchange Offer" section and in Annex C hereto
in the "Plan of Distribution" section of the prospectus forming a part
of the Exchange Offer Registration Statement and include the
information set forth in Annex D hereto in the Letter of Transmittal
delivered pursuant to the Registered Exchange Offer; (iii) if requested
by an Initial Purchaser, include the information required by Items 507
or 508 of Regulation S-K under the Securities Act, as applicable, in
the prospectus forming a part of the Exchange Offer Registration
Statement; (iv) include within the prospectus contained in the Exchange
Offer Registration Statement a section entitled "Plan of Distribution",
reasonably acceptable to the Initial Purchasers, which shall contain a
summary statement of the positions taken or policies made by the staff
of the Commission with respect to the potential "underwriter" status of
any broker-dealer that is the beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT")) of Exchange Securities received by such broker-dealer
in the Registered Exchange Offer (a "PARTICIPATING BROKER-DEALER"),
whether such positions or policies have been publicly disseminated by
the staff of the Commission or such positions or policies, in the
reasonable judgment of the Initial Purchasers based upon advice of
counsel (which may be in-house counsel), represent the prevailing views
of the staff of the Commission; and (v) in the case of a Shelf
Registration Statement, include the names of the Holders who propose to
sell Securities pursuant to the Shelf Registration Statement as selling
securityholders.
(b) The Company shall advise (and confirm such advice in
writing if requested by the recipient of the advice) the Initial
Purchasers, the Holders of the Securities and any Participating
Broker-Dealer from whom the Company has received prior written notice
that it will be a Participating Broker-Dealer in the Registered
Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall
be accompanied by an instruction to suspend the use of the prospectus
until the requisite changes have been made):
(i) when the Registration Statement or any amendment
thereto has been filed with the Commission and when the
Registration Statement or any post-effective amendment thereto
has become effective;
(ii) of any request by the Commission for amendments
or supplements to the Registration Statement or the prospectus
included therein or for additional information;
5
<PAGE> 6
(iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that
purpose;
(iv) of the receipt by the Company or its legal
counsel of any notification with respect to the suspension of
the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose; and
(v) of the happening of any event that requires the
Company to make changes in the Registration Statement or the
prospectus in order that the Registration Statement or the
prospectus does not contain an untrue statement of a material
fact nor omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the
case of the prospectus, in light of the circumstances under
which they were made) not misleading.
(c) The Company shall make every reasonable effort to obtain
the withdrawal, at the earliest possible time, of any order suspending
the effectiveness of the Registration Statement.
(d) The Company shall furnish to each Holder of Securities
included within the coverage of the Shelf Registration, without charge,
at least one copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and
schedules, and, if the Holder so requests in writing, all exhibits
thereto (including those, if any, incorporated by reference).
(e) The Company shall deliver to each Exchanging Dealer and
each Initial Purchaser, and to any other Holder who so requests,
without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if any Initial Purchaser or any such
Holder requests, all exhibits thereto (including those incorporated by
reference).
(f) The Company shall, during the Shelf Registration Period,
deliver to each Holder of Securities included within the coverage of
the Shelf Registration, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the
Shelf Registration Statement and any amendment or supplement thereto as
such person may reasonably request. The Company consents, subject to
the provisions of this Agreement, to the use of the prospectus or any
amendment or supplement thereto by each of the selling Holders of the
Securities in connection with the offering and sale of the Securities
covered by the prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.
(g) The Company shall deliver to each Initial Purchaser, any
Exchanging Dealer, any Participating Broker-Dealer and such other
persons required to deliver a prospectus following the Registered
Exchange Offer, without charge, as many copies of the final prospectus
included in the Exchange Offer Registration Statement and any amendment
or supplement thereto as such persons may reasonably request. The
Company consents, subject to the provisions of this Agreement, to the
use of the prospectus or any amendment or supplement thereto by any
Initial Purchaser, if necessary, any Participating Broker-Dealer and
such other persons required to deliver a prospectus following the
Registered Exchange Offer in connection with the offering and sale of
the Exchange Securities covered by the prospectus, or any amendment or
supplement thereto, included in such Exchange Offer Registration
Statement.
(h) Prior to any public offering of the Securities pursuant to
any Registration Statement, the Company shall register or qualify or
cooperate with the Holders of the Securities included therein and their
respective counsel in connection with the registration or qualification
of the
6
<PAGE> 7
Securities for offer and sale under the securities or "blue sky" laws
of such states of the United States as any Holder of the Securities
reasonably requests in writing and do any and all other acts or things
necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by such Registration Statement;
PROVIDED, HOWEVER, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it is not
then so qualified or (ii) take any action which would subject it to
general service of process or to taxation in any jurisdiction where it
is not then so subject.
(i) The Company shall cooperate with the Holders of the
Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a
reasonable period of time prior to sales of the Securities pursuant to
such Registration Statement.
(j) Upon the occurrence of any event contemplated by
paragraphs (ii) through (v) of Section 3(b) above during the period for
which the Company is required to maintain an effective Registration
Statement, the Company shall promptly prepare and file a post-effective
amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter
delivered to Holders of the Securities or purchasers of Securities, the
prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Company notifies the
Initial Purchasers, the Holders of the Securities and any known
Participating Broker-Dealer in accordance with paragraphs (ii) through
(v) of Section 3(b) above to suspend the use of the prospectus until
the requisite changes to the prospectus have been made, then the
Initial Purchasers, the Holders of the Securities and any such
Participating Broker-Dealers shall suspend use of such prospectus, and
the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer Registration
Statement provided for in Section 1 above shall each be extended by the
number of days from and including the date of the giving of such notice
to and including the date when the Initial Purchasers, the Holders of
the Securities and any known Participating Broker-Dealer shall have
received such amended or supplemented prospectus pursuant to this
Section 3(j).
(k) Not later than the effective date of the applicable
Registration Statement, the Company will provide a CUSIP number for the
Initial Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, and provide the applicable trustee with
printed certificates for the Initial Securities, the Exchange
Securities or the Private Exchange Securities, as the case may be, in a
form eligible for deposit with The Depository Trust Company.
(l) The Company will comply with all rules and regulations of
the Commission to the extent and so long as they are applicable to the
Registered Exchange Offer or the Shelf Registration and will make
generally available to its security holders copies of such reports
which it is required to file with the Commission pursuant to Section 13
or 15(d) of the Exchange Act.
(m) The Company shall cause the Indenture to be qualified
under the Trust Indenture Act of 1939, as amended, in a timely manner
and containing such changes, if any, as shall be necessary for such
qualification. In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall
appoint a new trustee thereunder pursuant to the applicable provisions
of the Indenture.
(n) The Company may require each Holder of Securities to be
sold pursuant to the Shelf Registration Statement to furnish to the
Company such information regarding the Holder and the distribution of
the Securities as the Company may from time to time reasonably require
for
7
<PAGE> 8
inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Securities of any Holder that
unreasonably fails to furnish such information within a reasonable time
after receiving such request.
(o) The Company shall enter into such customary agreements
(including, if requested, an underwriting agreement in customary form)
and take all such other action, if any, as any Holder of the Securities
shall reasonably request in order to facilitate the disposition of the
Securities pursuant to any Shelf Registration.
(p) In the case of any Shelf Registration, the Company shall
(i) make reasonably available for inspection by the Holders of the
Securities, any underwriter participating in any disposition pursuant
to the Shelf Registration Statement and any attorney, accountant or
other agent retained by the Holders of the Securities or any such
underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Company and (ii) cause the
Company's officers, directors, employees, accountants and auditors to
supply all relevant information reasonably requested by the Holders of
the Securities or any such underwriter, attorney, accountant or agent
in connection with the Shelf Registration Statement, in each case, as
shall be reasonably necessary to enable such persons, to conduct a
reasonable investigation within the meaning of Section 11 of the
Securities Act; PROVIDED, HOWEVER, that the foregoing inspection and
information gathering shall be coordinated, on behalf of the Initial
Purchasers by you and on behalf of the other parties, by one counsel
designated by and on behalf of such other parties as described in
Section 4 hereof and provided, further, that as to any information that
is designated in writing by the Company, in good faith, as confidential
at the time of delivery, such information shall be kept confidential by
the Holder or by any such underwriter, attorney, accountant or other
agent.
(q) In the case of any Shelf Registration, the Company, if
requested by any Holder of Securities covered thereby, shall cause (i)
its counsel to deliver an opinion and updates thereof relating to the
Securities in customary form addressed to such Holders and the managing
underwriters, if any, thereof and dated, in the case of the initial
opinion, the effective date of such Shelf Registration Statement (it
being agreed that the matters to be covered by such opinion shall
include such matters as are customarily included in opinions requested
in underwritten offerings of such type); (ii) its officers to execute
and deliver all customary documents and certificates and updates
thereof reasonably requested by any underwriters of the applicable
Securities and (iii) its independent public accountants and the
independent public accountants with respect to any other entity for
which financial information is provided in the Shelf Registration
Statement to provide to the selling Holders of the applicable
Securities and any underwriter therefor a comfort letter in customary
form and covering matters of the type customarily covered in comfort
letters in connection with primary underwritten offerings, subject to
receipt of appropriate documentation as contemplated, and only if
permitted, by Statement of Auditing Standards No. 72.
(r) In the case of the Registered Exchange Offer, if requested
by any Initial Purchaser or any known Participating Broker-Dealer, the
Company shall cause (i) its counsel to deliver to such Initial
Purchaser or such Participating Broker-Dealer a signed opinion in the
form set forth in Sections 6(g) and 6(i) of the Purchase Agreement with
such changes as are customary in connection with the preparation of a
Registration Statement and (ii) its independent public accountants and
the independent public accountants with respect to any other entity for
which financial information is provided in the Registration Statement
to deliver to such Initial Purchaser or such Participating
Broker-Dealer a comfort letter, in customary form, meeting the
requirements as to the substance thereof as set forth in Section 6(a)
of the Purchase Agreement, with appropriate date changes.
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<PAGE> 9
(s) If a Registered Exchange Offer or a Private Exchange is to
be consummated, upon delivery of the Initial Securities by Holders to
the Company (or to such other Person as directed by the Company) in
exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall mark, or cause to be
marked, on the Initial Securities so exchanged that such Initial
Securities are being canceled in exchange for the Exchange Securities
or the Private Exchange Securities, as the case may be; in no event
shall the Initial Securities be marked as paid or otherwise satisfied.
(t) The Company will use its best efforts to (a) if the
Initial Securities have been rated prior to the initial sale of such
Initial Securities, confirm such ratings will apply to the Securities
covered by a Registration Statement or (b) if the Initial Securities
were not previously rated, cause the Securities covered by a
Registration Statement to be rated with the appropriate rating
agencies, if so requested by Holders of a majority in aggregate
principal amount of Securities covered by such Registration Statement,
or by the managing underwriters, if any.
(u) In the event that any broker-dealer registered under the
Exchange Act shall underwrite any Securities or participate as a member
of an underwriting syndicate or selling group or "assist in the
distribution" (within the meaning of the Conduct Rules (the "RULES") of
the National Association of Securities Dealers, Inc. ("NASD")) thereof,
whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company shall use its best efforts to assist such
broker-dealer in complying with the requirements of such Rules,
including, without limitation, by (i) if such Rules, including Rule
2720, shall so require, engaging a "qualified independent underwriter"
(as defined in Rule 2720) to participate in the preparation of the
Registration Statement relating to such Securities, to exercise usual
standards of due diligence in respect thereto and, if any portion of
the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities, (ii) indemnifying any such
qualified independent underwriter to the extent of the indemnification
of underwriters provided in Section 5 hereof and (iii) providing such
information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Rules.
(v) The Company shall use its best efforts to take all other
steps necessary to effect the registration of the Securities covered by
a Registration Statement contemplated hereby.
4. REGISTRATION EXPENSES. The Company shall bear all fees and expenses
incurred in connection with the performance of its obligations under Sections 1
through 3 hereof (including the reasonable fees and expenses, if any, of
Cravath, Swaine & Moore, counsel for the Initial Purchasers, incurred in
connection with the Registered Exchange Offer), whether or not the Registered
Exchange Offer or a Shelf Registration is filed or becomes effective, and, in
the event of a Shelf Registration, shall bear or reimburse the Holders of the
Securities covered thereby for the reasonable fees and disbursements of one firm
of counsel designated by the Holders of a majority in principal amount of the
Securities covered thereby to act as counsel for the Holders of the Securities
in connection therewith.
5. INDEMNIFICATION. (a) The Company agrees to indemnify and hold
harmless each Holder of the Securities, any Participating Broker-Dealer and each
person, if any, who controls such Holder or such Participating Broker-Dealer
within the meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "Indemnified Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement or prospectus
or in any amendment or supplement thereto or in
9
<PAGE> 10
any prospectus relating to a Shelf Registration, or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; PROVIDED, HOWEVER, that
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the amended, supplemented or final
prospectus if the Company had previously furnished copies thereof to such Holder
or Participating Broker-Dealer; PROVIDED FURTHER, HOWEVER, that this indemnity
agreement will be in addition to any liability which the Company may otherwise
have to such Indemnified Party. The Company shall also indemnify underwriters,
their officers and directors and each person who controls such underwriters
within the meaning of the Securities Act or the Exchange Act to the same extent
as provided above with respect to the indemnification of the Holders of the
Securities if requested by such Holders.
(b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless (i) the Company and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act, (ii) each of their respective directors and (iii) each of their respective
officers who signs a Registration Statement from and against any losses, claims,
damages or liabilities or any actions in respect thereof, to which the Company
or any such controlling person, director or officer may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.
(c) Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party (i) will not relieve it from liability under
paragraph (a) or (b) above unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in
10
<PAGE> 11
paragraph (a) or (b) above. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action. No indemnifying party shall be
liable for any settlement of any such action effected without its written
consent (which consent shall not be unreasonably withheld), but if settled with
its written consent or if there be a final judgment for the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment.
(d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as the Company.
(e) The agreements contained in this Section 5 shall survive the sale
of the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.
11
<PAGE> 12
6. ADDITIONAL INTEREST UNDER CERTAIN CIRCUMSTANCES. (a) Additional
interest (the "ADDITIONAL INTEREST") with respect to the Initial Securities and
the Private Exchange Securities shall be assessed as follows if any of the
following events occur (each such event in clauses (i) through (iii) below a
"REGISTRATION DEFAULT"):
(i) If by June 7, 1999, neither the Exchange Offer
Registration Statement nor a Shelf Registration Statement has been
filed with the Commission;
(ii) If by October 5, 1999, neither the Registered Exchange
Offer is consummated nor, if required in lieu thereof, the Shelf
Registration Statement is declared effective by the Commission; or
(iii) If after either the Exchange Offer Registration
Statement or the Shelf Registration Statement is declared effective (A)
such Registration Statement thereafter ceases to be effective or (B)
such Registration Statement or the related prospectus ceases to be
usable (except as permitted in paragraph (b)) in connection with
resales of Transfer Restricted Securities during the periods specified
herein because either (1) any event occurs as a result of which the
related prospectus forming part of such Registration Statement would
include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of
the circumstances under which they were made not misleading, or (2) it
shall be necessary to amend such Registration Statement or supplement
the related prospectus, to comply with the Securities Act or the
Exchange Act or the respective rules thereunder.
Additional Interest shall accrue on the Initial Securities and the Private
Exchange Securities over and above the interest set forth in the title of the
Initial Securities from and including the date on which any such Registration
Default shall occur to but excluding the date on which all such Registration
Defaults have been cured, at a rate of 0.50% per annum (the "ADDITIONAL INTEREST
RATE") for the first 90-day period immediately following the occurrence of such
Registration Default. The Additional Interest Rate shall increase by an
additional 0.50% per annum with respect to each subsequent 90-day period until
all Registration Defaults have been cured, up to a maximum Additional Interest
Rate of 2.0% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) hereof
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with respect
to the Company that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
PROVIDED, HOWEVER, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Interest shall be payable in
accordance with the above paragraph from the day following such 30 day period
until the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii)
or (iii) of Section 6(a) above will be payable in cash on the regular interest
payment dates with respect to the Securities. The amount of Additional Interest
will be determined by multiplying the applicable Additional Interest rate by the
principal amount of the Initial Securities or Private Exchange Securities, as
the case may be, multiplied by a fraction, the numerator of which is the number
of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.
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<PAGE> 13
(d) "TRANSFER RESTRICTED SECURITIES" means each Security until (i) the
date on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of an Initial Security for an Exchange Note, the date on which
such Exchange Note is sold to a purchaser who receives from such broker-dealer
on or prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such Security has
been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.
7. RULES 144 AND 144A. The Company shall use its best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the request of any Holder of Transfer Restricted
Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Transfer
Restricted Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Transfer Restricted Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of Rule
144A(d)(4)). The Company will provide a copy of this Agreement to prospective
purchasers of Initial Securities identified to the Company by the Initial
Purchasers upon request. Upon the request of any Holder of Initial Securities,
the Company shall deliver to such Holder a written statement as to whether it
has complied with such requirements. Notwithstanding the foregoing, nothing in
this Section 7 shall be deemed to require the Company to register any of its
securities pursuant to the Exchange Act.
8. UNDERWRITTEN REGISTRATIONS. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering.
No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.
9. MISCELLANEOUS.
(a) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.
(b) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:
(1) if to a Holder of the Securities, at the most current
address given by such Holder to the Company.
(2) if to the Initial Purchasers;
Credit Suisse First Boston Corporation
13
<PAGE> 14
Eleven Madison Avenue
New York, NY 10010-3629
Fax No.: (212) 325-8278
Attn.: Transactions Advisory Group
with a copy to: Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Fax No.: (212) 474-3700
Attn.: Kris F. Heinzelman, Esq.
(3) if to the Company, at its address as follows:
Fairchild Semiconductor Corporation
333 Western Avenue, Mail Stop 01-00
South Portland, ME 04106
Fax No. (207) 761-6020
Attn.: Daniel E. Boxer, Esq.
with copies to: Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103-2793
Fax No.: (215) 994-2222
Attn.: G. Daniel O'Donnell, Esq.
Dechert Price & Rhoads
30 Rockefeller Plaza
New York, NY 10112
Fax No.: (212) 698-3599
Attn.: Nina Grayson, Esq.
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.
(c) NO INCONSISTENT AGREEMENTS. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
successors and assigns of each of the parties.
(e) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(f) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
14
<PAGE> 15
(g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
(h) SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.
(i) SECURITIES HELD BY THE COMPANY. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.
15
<PAGE> 16
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to Fairchild a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement among the several Initial Purchasers, Fairchild and the Guarantors in
accordance with its terms.
Very truly yours,
FAIRCHILD SEMICONDUCTOR CORPORATION,
by
-------------------------------
Name:
Title:
FSC SEMICONDUCTOR CORPORATION,
by
-------------------------------
Name:
Title:
FAIRCHILD SEMICONDUCTOR CORPORATION OF
CALIFORNIA,
by
-------------------------------
Name:
Title:
The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
FLEET SECURITIES, INC.
by: CREDIT SUISSE FIRST BOSTON CORPORATION
by
------------------------------------
Name:
Title:
16
<PAGE> 17
ANNEX A
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 90 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."
17
<PAGE> 18
ANNEX B
Each broker-dealer that receives Exchange Securities for its own account
in exchange for Initial Securities, where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."
18
<PAGE> 19
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 90 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until , 199 , all dealers
effecting transactions in the Exchange Securities may be required to deliver a
prospectus.1
The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
For a period of 90 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
- -------------
1 In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.
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<PAGE> 20
ANNEX D
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:
-------------------------------------------------------
Address:
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If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
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<PAGE> 1
EXHIBIT 4.04
REGISTRATION RIGHTS AGREEMENT
FOR
COMMON STOCK
Dated March 11, 1997
by and among
FSC SEMICONDUCTOR CORPORATION,
STERLING HOLDING COMPANY, LLC,
NATIONAL SEMICONDUCTOR CORPORATION,
and
THE INVESTORS LISTED ON SCHEDULE A
<PAGE> 2
REGISTRATION RIGHTS AGREEMENT FOR COMMON STOCK
This Registration Rights Agreement for Common Stock (the
"Agreement") is made and entered into March 11, 1997, by and among FSC
Semiconductor Corporation, a Delaware corporation (the "Company"), Sterling
Holding Company, LLC, a Delaware limited liability company ("Sterling"),
National Semiconductor Corporation, a Delaware corporation ("NSC"), and the
investors (the "Additional Investors") listed on Schedule A hereto. Sterling,
NSC and the Additional Investors are sometimes referred to herein collectively
as the "Investors" and each individually as the "Investor".
This Agreement is made pursuant to the Securities Purchase and
Holders Agreement (as hereinafter defined). In order to induce the Investors to
enter into the Securities Purchase and Holders Agreement, the Company has agreed
to provide the registration rights set forth in this Agreement.
The parties hereby agree as follows:
1. Definitions
As used in this Agreement, the following capitalized terms
shall have the following meanings:
"Affiliate" has the meaning set forth in Rule 12b-2
promulgated under the Exchange Act.
"Commission" means the Securities and Exchange
Commission.
"Common Stock" means the Class A Common Stock, par value $.01
per share, of the Company, including shares of Class A Common Stock issuable
upon the conversion of shares of Class B Common Stock, par value $.01 per share,
and as adjusted for any stock dividend or distribution payable thereon or stock
split, reverse stock split, recapitalization, reclassification, reorganization,
exchange, subdivision or combination thereof.
"Demand Registration" has the meaning set forth in
Section 4(a) of this Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
<PAGE> 3
"Person" means an individual, partnership, corporation, trust,
joint venture or unincorporated organization, or a government or agency or
political subdivision thereof.
"Prospectus" means the prospectus included in any Registration
Statement, including any prospectus subject to completion, and any prospectus as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Securities covered by such
Registration Statement and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference in such Prospectus.
"Public Offering" means a successfully completed underwritten
public offering pursuant to an effective registration statement under the
Securities Act (other than a Special Registration Statement) in respect of the
offer and sale of shares of Common Stock.
"Registration Expenses" means the costs and expenses of all
registrations and qualifications under the Securities Act, and of all other
actions the Company is required to take in order to effect the registration of
Registrable Securities under the Securities Act pursuant to this Agreement
(including all federal and state registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, the fees and
expenses of the Company's independent public accountants (including the expenses
of any special audit and "cold comfort" letters required by or incident to such
registration) and Securities and Exchange Commission, securities exchange and
NASD fees, fees and expenses to prepare and distribute the applicable
registration statement and fees and disbursements of one counsel selected by the
holder demanding registration if the registration is a Demand Registration or
otherwise by the holders of a majority of the Registrable Securities to be
registered) other than the costs and expenses of any Investors whose Registrable
Securities are to be registered pursuant to this Agreement comprising
underwriters' commissions, brokerage fees, transfer taxes or the fees and
expenses of any accountants or other representatives (including counsel except
as provided above) retained by any Investor.
"Registration Statement" means any registration statement of
the Company which covers any of the Registrable Securities
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<PAGE> 4
pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits thereto and all material incorporated by
reference in such Registration Statement.
"Registrable Securities" has the meaning set forth in
Section 2 of this Agreement.
"Securities Act" means the Securities Act of 1933, as amended
from time to time.
"Securities Purchase and Holders Agreement" means the
Securities Purchase and Holders Agreement dated March 11, 1997 among the
Company, Sterling, the Additional Investors and the other signatories thereto.
"Special Registration Statement" means (i) a registration
statement on Forms S-8 or S-4 or any similar or successor form or any other
registration statement relating to an exchange offer or an offering of
securities solely to the Company's employees or security holders or (ii) a
registration statement registering a Unit Offering.
"Unit Offering" means a public offering of a combination of
debt and equity securities of the Company in which (i) not more than 20% of the
gross proceeds received for the sale of such securities is attributed to such
equity securities, and (ii) after giving effect to such offering, the Company
does not have a class of equity securities required to be registered under the
Exchange Act.
"underwritten registration or underwritten offering" means a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.
2. Registrable Securities. The securities entitled to the
benefits of this Agreement are the Registrable Securities. As used herein,
"Registrable Securities" means the shares of Common Stock that are issued and
outstanding on the date hereof and the shares of Common Stock that become issued
and outstanding after the date hereof; provided, however, that each share of
Common Stock shall cease to be a Registrable Security when (i) it has been
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<PAGE> 5
effectively registered under the Securities Act and disposed of in accordance
with the Registration Statement covering it; (ii) it is distributed to the
public pursuant to Rule 144 (or any similar provisions then in force) under the
Securities Act or otherwise if, as a result of or following any sale referred to
in this clause (ii), such shares become represented by a new certificate or
other evidence of ownership not bearing a legend as set forth in Section 3.3 of
the Securities Purchase and Holders Agreement (or other legend of similar
import) and not subject to any stop transfer order and no other restriction on
transfer exists under the Securities Act or (iii) it is eligible for resale
under Rule 144 (or other similar provisions then in force) under the Securities
Act and the aggregate number of shares held by the holder thereof constitutes
less than 1% of the shares of Common Stock then outstanding.
3. Incidental Registration.
(a) Right to Include Common Stock. If the Company at
any time proposes to register any of its Common Stock, or securities convertible
into or exchangeable for Common Stock under the Securities Act (other than on a
Special Registration Statement), whether or not for sale for its own account, it
will each such time give at least 40 days prior written notice (the "Notice") to
all holders of Registrable Securities of its intention to file a registration
statement under the Securities Act and of such holders' rights under this
Section 3. Upon the written request of any such holders of Registrable
Securities made within 20 days of the date of the Notice (which request shall
specify the aggregate number of the Registrable Securities to be registered and
will also specify the intended method of disposition thereof), the Company will
effect the registration under the Securities Act of all Registrable Securities
which the Company has been so requested to register by the holders thereof (an
"Incidental Registration"), to the extent required to permit the public
disposition (in accordance with such intended methods thereof) of the
Registrable Securities to be so registered; provided, that (i) if, any time
after giving written notice of its intention to register shares of Common Stock
and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to register the Company's Common Stock, the Company shall give written
notice of such determination to each holder of Registrable Securities and,
thereupon, shall be
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<PAGE> 6
relieved of its obligation to register any Registrable Securities in connection
with such registration (but not from its obligation to pay the Registration
Expenses in connection therewith); (ii) if a registration requested pursuant to
this Section 3 shall involve an underwritten public offering, any holder of
Registrable Securities requesting to be included in such registration may elect,
in writing at least 15 days prior to the effective date of the registration
statement filed in connection with such registration, not to register such
securities in connection with such registration; and (iii) if, at any time after
the 180-day or shorter period specified in Section 3(b), the sale of the
securities has not been completed, the Company may withdraw from the
registration on a pro rata basis (based on the number of Registrable Securities
requested by each holder of Registrable Securities to be so registered) the
Registrable Securities which the Company has been requested to register and
which have not been sold.
(b) Priority in Incidental Registrations. With
respect to Incidental Registrations that do not involve a Demand Registration
which is covered by Section 4 below, if a registration pursuant to Section 3(a)
involves an underwritten offering and the managing underwriter advises the
Company in writing that, in its opinion, the total number of shares of Common
Stock to be included in such registration, including the Registrable Securities
requested to be included pursuant to this Section 3, exceeds the maximum number
of shares of Common Stock specified by the managing underwriter that may be
distributed without adversely affecting the price, timing or distribution of
such shares of Common Stock, then the Company shall include in such registration
only such maximum number of Registrable Securities which, in the reasonable
opinion of such underwriter or underwriters, can be sold in the following order
of priority: (i) first, all of the shares of Common Stock that the Company
proposes to sell for its own account, if any, and (ii) second, the Registrable
Securities of the holder(s) of Registrable Securities requested to be included
in such Incidental Registration. To the extent that shares of Common Stock to be
included in the Incidental Registration must be allocated among the holders(s)
of Registrable Securities pursuant to clause (ii) above, such shares shall be
allocated pro rata among the holders(s) of Registrable Securities based on the
number of shares of Common Stock that such holders(s) of Registrable Securities
shall have requested to be included therein. Notwithstanding the foregoing,
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<PAGE> 7
if an Incidental Registration (whether or not it is a Demand Registration) is an
underwritten offering, the managing underwriter or underwriters may select
shares for inclusion, or exclude shares completely, in such Incidental
Registration on a basis other than a pro rata basis if, in the reasonable
opinion of such underwriter or underwriters, selection on such other basis, or
inclusion of such shares, would be material to the success of the offering.
(c) Expenses. The Company will pay all
Registration Expenses in connection with any registration of Registrable
Securities requested pursuant to this Section 3.
(d) Liability for Delay. The Company shall not be
held responsible for any delay in the filing or processing of a registration
statement which includes any Registrable Securities due to requests by holders
of Registrable Securities pursuant to this Section 3 nor for any delay in
requesting the effectiveness of such registration statement.
(e) Participation in Underwritten Registrations. No
holder of Registrable Securities may participate in any underwritten
registration hereunder unless such holder (i) agrees to sell his or its Common
Stock on the basis provided in any underwriting arrangements approved by the
persons who have selected the underwriter and (ii) accurately completes in a
timely manner and executes all questionnaires, powers of attorney, underwriting
agreements, opinions of counsel, escrow agreements, indemnification agreements
and other documents customarily required under the terms of such underwriting
arrangements.
4. Demand Registration
(a) Right to Demand Registration. Subject to Section
4(b) below, each of Sterling and NSC shall be entitled to make a written request
("Demand Registration Request") to the Company for registration with the
Commission under and in accordance with the provisions of the Securities Act of
all or part of the Registrable Securities owned by it (a "Demand Registration")
(which Demand Registration Request shall specify the intended number of
Registrable Securities to be disposed of by such holder and the intended method
of disposition thereof); provided, that (i) the Company may, if the Board of
Directors so determines in the exercise of its reasonable judgment that due to a
pending or
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<PAGE> 8
contemplated acquisition or disposition or public offering or other similar
transaction involving the Company it would be inadvisable to effect such Demand
Registration at such time, defer such Demand Registration for a single period
not to exceed 180 days, and (ii) if the Company elects not to effect the Demand
Registration pursuant to the terms of this sentence, no Demand Registration
shall be deemed to have occurred for purposes of this Agreement.
(b) Number of Demand Registrations. Sterling shall be
entitled to make one or more Demand Registration Requests at any time and from
time to time. NSC shall be entitled to make up to two Demand Registration
Requests at any time and from time to time beginning 180 days after the Company
has consummated a Public Offering (or otherwise has a class of equity securities
registered pursuant to Section 12 of the Exchange Act) provided that the Company
need not effect the Demand Registration unless such Demand Registration includes
at least 33% of the aggregate Registrable Securities held by NSC on the date
hereof (adjusted for any stock dividend, stock distribution, stock split,
reverse stock split, stock combination, recapitalization, reclassification,
subdivision, conversion or similar transaction). The Registration Expenses shall
be borne by the Company.
(c) Priority on Demand Registration. If any of the
Registrable Securities proposed to be registered pursuant to a Demand
Registration are to be sold in a firm commitment underwritten offering and the
managing underwriter or underwriters of a Demand Registration advise the Company
and the holders of such Registrable Securities in writing that in its or their
reasonable opinion the number of shares of Common Stock proposed to be sold in
such Demand Registration exceeds the maximum number of shares specified by the
managing underwriter that may be distributed without adversely affecting the
price, timing or distribution of the Common Stock, the Company shall include in
such registration only such maximum number of Registrable Securities which, in
the reasonable opinion of such underwriter or underwriters can be sold in the
following order of priority: (i) first, the Registrable Securities requested to
be included in such Demand Registration held by the party requesting such Demand
Registration; (ii) second, shares of Common Stock to be offered by the Company
in such Demand Registration and (iii) third, shares of Common Stock held by
other holders requested to be included in such Demand Registration, provided
that such amount shall be allocated among such other
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<PAGE> 9
holders on a pro rata basis based upon their respective percentage of ownership
of the total number of shares of Common Stock then outstanding.
5. Registration Procedures. If and whenever the Company is
required to effect or cause the registration of any Registrable Securities under
the Securities Act as provided in this Agreement, the Company will, as
expeditiously as reasonably possible:
(a) prepare and file with the Commission a
registration statement with respect to such Registrable Securities (with respect
to a Demand Registration, within 90 days of such demand (subject to Section
4(a))), and use its best efforts to cause such registration statement to become
effective, provided, however, that, subject to the provisions of Sections 3 or
4, as applicable, the Company may discontinue any registration of its securities
which is being effected pursuant to Sections 3 or 4 herein at any time prior to
the effective date of the registration statement relating thereto;
(b) prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective for a period of not less than 180 days or such shorter
period which will terminate when all Registrable Securities covered by such
registration statement have been sold (but not before the expiration of the
90-day period referred to in Section 4(3) of the Securities Act and Rule 174
thereunder, if applicable) and comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such registration
statement;
(c) furnish to each seller of such Registrable
Securities such number of copies of such registration statement and of each such
amendment and supplement thereof (in each case including all exhibits), such
number of copies of the prospectus included in such registration statement
(including each preliminary prospectus and summary prospectus), in conformity
with the requirements of the Securities Act, and such other documents as
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<PAGE> 10
such seller may reasonably request in order to facilitate the disposition of the
Registrable Securities by such seller;
(d) use its best efforts to register or qualify such
Registrable Securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as each seller shall request,
and do any and all other acts and things which may be necessary or advisable to
enable such seller to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller in accordance with the intended
method of disposition; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of
process in any such jurisdiction where it is not then so subject or subject
itself to general taxation in any jurisdiction where it is not then so subject;
(e) immediately notify each seller of any Registrable
Securities covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Act within the
appropriate period mentioned in clause (b) of this Section 5, of the Company
becoming aware that the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and as promptly as practicable, but in any event within ten days
prepare, file and furnish to all sellers a reasonable number of copies of an
amended or supplemental prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing and use
its best efforts to have any amended or supplemental prospectus declared
effective (if necessary);
(f) use its best efforts to list such Registrable
Securities on any securities exchange on which the Common Stock is then listed
or on NASDAQ if the Common Stock is then quoted on NASDAQ, if such Registrable
Securities are not already so listed or
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<PAGE> 11
quoted and if such listing is then permitted under the rules of such exchange or
NASDAQ, and provide an independent transfer agent and registrar for such
Registrable Securities covered by such registration statement not later than the
effective date of such registration statement;
(g) furnish to each seller of Registrable
Securities covered by such registration statement on the effective date of such
registration statement (or, if such registration involves an underwritten public
offering, dated the date of the closing under the underwriting agreement) a
signed counterpart, addressed to such seller (and the underwriters, if any) of:
(i) an opinion of counsel for the Company,
dated the effective date of such registration statement (or,
if such registration involves an underwritten public offering,
dated the date of the closing under the underwriting
agreement), in form and substance as is customarily given by
company counsel to the underwriter in an underwritten public
offering addressed to the seller of the Registrable Securities
and the managing underwriter, if any; and
(ii) a "comfort" letter, dated the effective
date of such registration statement (or, if such registration
involves an underwritten public offering, dated the date of
the closing under the underwriting agreement), signed by the
independent public accountants who have certified the
Company's financial statements included in such registration
statement, covering such matters with respect to such
registration statement as are customarily covered in
accountants' letters delivered to the underwriters in
underwritten offerings of securities (addressed to the sellers
of the Registrable Securities and the managing underwriter, if
any);
(h) make available for inspection by any seller of
such Registrable Securities covered by such registration statement, by any
underwriter participating in any disposition to be effected pursuant to such
registration statement and by any attorney, accountant or other agent retained
by any such seller or any such underwriter (individually, an "Inspector" and
collectively, the "Inspectors"), all pertinent financial and other records,
pertinent
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<PAGE> 12
corporate documents and properties of the Company as shall be reasonably
necessary to enable them to exercise their due diligence responsibility
(collectively, the "Records"), and cause all of the Company's officers,
directors and employees to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in connection with such
registration; provided that any Records that are designated by the Company in
writing as confidential shall be kept confidential by the Inspectors unless (A)
the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in such registration statement or (B) the release of such Records is
required by law or legal process in the written opinion of counsel. Each
Investor agrees that non-public information obtained by it as a result of such
Inspections shall be deemed confidential and acknowledges its obligations under
the Federal securities laws not to trade any securities of the Company on the
basis of material non-public information;
(i) in the event of any underwritten offering, enter
into and perform its obligations under an underwriting or placement agreement,
in usual and customary form, with the lead underwriter(s) of such offering and
take all such other actions in connection therewith in order to expedite or
facilitate the disposition of the Registrable Securities being sold in such
underwritten offering and in connection therewith (i) make such representations
and warranties to the lead underwriter(s) in form, substance and scope as are
customarily made by issuers to lead underwriter(s) in secondary offerings; and
(ii) deliver such documents and certificates as may be reasonably requested by
the selling holders and the lead underwriter(s) to evidence compliance with
clause (i) above and with any customary conditions contained in the underwriting
or placement agreement or other agreement entered into by the Company, as the
case may be. The above shall be done at each closing under such underwriting or
other agreement or as and to the extent required thereunder. The selling holders
participating in such underwriting shall also enter into and perform its
obligations under such an agreement, including furnishing any opinion of counsel
or entering into a hold-back agreement pursuant to Section 7;
(j) notify in writing the selling holders and the
lead underwriter(s), if any, promptly (i) of any request by the Commission for
amendments or supplements to any registration
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<PAGE> 13
statement or prospectus or for additional information, (ii) of the issuance by
the Commission of any stop order suspending the effectiveness of any
registration statement or the initiation of any proceedings for that purpose,
(iii) in the case of an underwritten offering, if at any time the
representations and warranties of the Company contemplated by Section 5(i) cease
to be true and correct, and (iv) of the receipt by the Company, as the case may
be, of any notification with respect to the suspension of the qualification of
the Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose;
(k) if reasonably requested by the lead
underwriter(s) or a selling holder in connection with an underwritten offering
and if reasonably acceptable to the Company, promptly incorporate in a
prospectus supplement or post-effective amendment such information as the lead
underwriter(s) and the holders of a majority in interest of the Registrable
Securities being sold agree should be included therein, which such information
relates to the sale of the Registrable Securities, including, without
limitation, information with respect to the amount of Registrable Securities
being sold to or through such underwriter(s) and the purchase price being paid
therefor by such underwriter(s); and promptly make all required filings of such
prospectus supplement or post-effective amendment;
(l) cooperate with the selling holders and the lead
underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing such securities and not bearing any restrictive
legends; and enable such securities to be
in such denominations and registered in such names as such holders or lead
underwriter(s) may request at least two business days prior to any sale of
Registrable Securities to the underwriters;
(m) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make generally available
to its security holders earnings statements satisfying the provisions of Section
11(a) of the Securities Act;
(n) make reasonable efforts to prevent the issuance
of any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the qualification (or exemption from
qualification) of any of the
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<PAGE> 14
securities covered thereby for sale in any jurisdiction, and, if any such other
is issued, to obtain the withdrawal thereof as promptly as reasonably
practicable; and
(o) cooperate and assist in any filings to be made
with the NASD and (subject to compliance with clause (h)) in any reasonable due
diligence investigation by any "underwriter" (including any "qualified
independent underwriter" required to be retained in accordance with the rules
and regulations of the NASD).
The Company may require each seller of Registrable Securities
as to which any registration is being effected promptly to furnish to the
Company (i) an opinion of counsel for such seller dated the effective date of
the registration statement relating to such seller's Registrable Securities (or
if such registration involves an underwritten public offering, dated the date of
the closing under the underwriting agreement), reasonably satisfactory in form
and substance to the Company (and the managing underwriter, if any) and (ii)
such information regarding the distribution of such Registrable Securities as
may be legally required. Such information shall be furnished in writing and
shall state that it is being furnished for use in the registration statement.
Each holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon receipt of any notice from the Company of
the happening of any event of the kind described in clause (e) of this Section
5, such holder will forthwith discontinue disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities
until such holder's receipt of the copies of the supplemented or amended
prospectus contemplated by clause (e) of this Section 5 (if required or until
receipt of notice from the Company that a supplemental or amended prospectus is
not required), and, if so directed by the Company, such holder will deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies then in such holder's possession, of the prospectus covering such
Registrable Securities current at the time of receipt of the Company's notice.
In the event the Company shall give any such notice, the period mentioned in
clause (b) of this Section 5 shall be extended by the number of days during the
period from and including the date of the giving of such notice pursuant to
clause (e) of this Section 5 and including the date when each seller of
Registrable Securities covered by such registration statement shall
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<PAGE> 15
have received the copies of the supplemented or amended prospectus contemplated
by clause (e) of this Section 5.
6. Indemnification.
(a) Indemnification by the Company. The Company
hereby agrees to indemnify and hold harmless each holder of Registrable
Securities which shall have been registered under the Securities Act, and such
holder's officers, directors, shareholders, partners and agents, each other
Person, if any, who controls such holder within the meaning of the Securities
Act and each other Person (including underwriters) who participates in the
offering of such Registrable Securities against any losses, claims, damages,
liabilities, reasonable attorneys' fees, costs or expenses (collectively, the
"Damages"), joint or several, to which such holder or controlling Person or
participating Person may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such Damages (or proceedings in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact made by the Company or its agents contained in any
registration statement under which such Registrable Securities are registered
under the Securities Act, in any preliminary prospectus or final prospectus
contained therein, or in any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse such holder of Registrable Securities or such
controlling Person or participating Person in connection with investigating or
defending any such Damages or proceeding; provided, however, that the Company
will not be liable in any such case to the extent that any such Damages arise
out of or are based upon (i) an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, said
preliminary or final prospectus or said amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by such
holder or such controlling or participating Person, as the case may be,
specifically and expressly for use in the preparation thereof; or (ii) an untrue
statement or alleged untrue statement, omission or alleged omission in a
prospectus if such untrue statement or alleged untrue statement, omission or
alleged omission is corrected in an amendment or supplement to the prospectus
which amendment or supplement is delivered to such holder in a timely manner and
such
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<PAGE> 16
holder thereafter fails to deliver such prospectus as so amended or supplemented
prior to or concurrently with the sale of such Registrable Securities to the
Person asserting such Damages; provided, further, that in no event shall the
indemnification included under this clause (a) be at a level less than that
provided by the Company to the underwriters of the applicable offering.
(b) Indemnification by the Holders of Registrable
Securities Which Are Registered. Each holder, by its exercise of any benefit of
this Agreement, agrees that it will indemnify and hold harmless the Company, its
directors, officers and agents and each other Person, if any, which controls the
Company within the meaning of the Securities Act against any Damages, joint or
several, to which the Company, or such other Person or such Person controlling
the Company may become subject under the Securities Act, the Exchange Act or
otherwise, but only to the extent that such Damages (or proceedings in respect
thereof) arise out of or are based upon any untrue statements or alleged untrue
statement of any material fact contained, on the effective date thereof, in any
registration statement under which such Registrable Securities are registered
under the Securities Act, in any preliminary prospectus or final prospectus
contained therein or in any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, which, in each such case, has been made in or omitted from such
registration statement, said preliminary or final prospectus or said amendment
or supplement in reliance upon, and in conformity with, written information
furnished to the Company by such holder of Registrable Securities specifically
and expressly for use in the preparation thereof; provided, however, that in no
event shall the indemnification included under this clause (b) be at a level
greater than that provided by the Company to the underwriters of the applicable
offering in proportion to the proceeds to the Company and to such selling holder
of such offering. The Company shall be entitled to receive indemnities from
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, to the same extent as provided
above, with respect to information furnished in writing by such Persons
specifically for inclusion in any prospectus or registration statement.
- 15 -
<PAGE> 17
(c) Conduct of Indemnification Proceedings. Any
Person entitled to indemnification hereunder shall (i) give prompt written
notice to the indemnifying party of the commencement of any action or proceeding
involving a claim referred to in the preceding paragraphs of this Section 6; and
(ii) unless the indemnified party has been advised by its counsel that a
conflict of interest exists between such indemnified and indemnifying parties
under applicable standards of professional responsibility, with respect to such
claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. Whether or not such
defense is assumed by the indemnifying party, the indemnifying party will not be
subject to any liability for any settlement made without its consent (but such
consent will not be unreasonably withheld). No indemnifying party will consent
to the entry of any judgment or enter into any settlement which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or
litigation; provided, however, that no indemnifying party will consent to the
entry of any judgment or enter into any settlement (other than for the payment
of money only) without the consent of the indemnified party (which consent will
not be unreasonably withheld). An indemnifying party who is not entitled to, or
elects not to, assume the defense of the claim, will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the fees
and expenses of such additional counsel or counsels.
(d) Contribution. If for any reason the
indemnification provided for in the preceding Sections 6(a) or 6(b) is
unavailable to an indemnified party in respect of any Damages referred to
therein, the indemnifying party shall contribute to the amount paid or payable
by the indemnified party as a result of such Damages in such proportion as is
appropriate to reflect not only the relative benefits received by the
indemnified party and the indemnifying party, but also the relative fault of the
indemnified party and the indemnifying party, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to,
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<PAGE> 18
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such action; provided, however, that in no event shall the liability of any
selling holder of Registrable Securities hereunder be greater in amount than the
difference between the dollar amount of the proceeds received by such holder
upon the sale of the Registrable Securities giving rise to such contribution
obligation and all amounts previously contributed by such holder with respect to
such Damages. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of fraudulent misrepresentation.
It is agreed that it would not be just and equitable if contributions pursuant
to this subsection 6(d) were determined by pro rata allocation or any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection 6(d).
7. Hold-Back Agreements
(a) Restrictions on Public Sale by Holder of
Registrable Securities. Each holder of Registrable Securities whose Registrable
Securities are eligible for inclusion in a Registration Statement filed pursuant
to Sections 3 or 4 agrees, if requested by the managing underwriter or
underwriters in an underwritten offering of any Registrable Securities, not to
effect any public sale or distribution of Registrable Securities, including a
sale pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act (except as part of such underwritten registration), during the
10-day period prior to, and during the 180-day period (or such shorter period as
may be agreed to by the parties hereto) beginning on the effective date of such
Registration Statement, to the extent timely notified in writing by the Company
or the managing underwriter or underwriters.
The foregoing provisions shall not apply to any holder of
Registrable Securities if such holder is prevented by applicable statute or
regulation from entering into any such agreement; provided, however, that any
such holder shall undertake, in its request to participate in any such
underwritten offering, not to
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<PAGE> 19
effect any public sale or distribution of Registrable Securities (except as part
of such underwritten registration) during such period unless it has provided 45
days prior written notice of such sale or distribution to the managing
underwriter or underwriter.
(b) Restrictions on Public Sale by the Company and
Others. The Company shall (i) not effect any public sale or distribution of any
of its Common Stock for its own account during the 10-day period prior to, and
during the 180-day period beginning on, the effective date of a Registration
Statement filed pursuant to Sections 3 or 4 (except as part of a Special
Registration Statement), and (ii) use reasonable efforts to cause each holder of
Common Stock purchased from the Company at any time after the date of this
Agreement (other than in a registered public offering) to agree not to effect
any public sale or distribution of any such securities during such period,
including a sale pursuant to Rule 144 under the Securities Act (except as part
of such underwritten registration, if permitted).
8. Underwritten Registration
If any of the Registrable Securities covered by any Incidental
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will administer the offering
will be selected by the Company and, in the case of a Demand Registration,
approved by the party making the Demand Registration Request.
Notwithstanding anything herein to the contrary, no Person may
participate in any underwritten registration hereunder unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwritten arrangements approved by the Persons entitled hereunder to approve
such arrangement and (b) accurately completes and executes all questionnaires,
powers of attorney, indemnities, custody agreements, underwriting agreements and
other documents required under the terms of such underwriting arrangements.
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<PAGE> 20
9. Miscellaneous
(a) Amendment and Modification. This Agreement may be
amended or modified, or any provision hereof may be waived, provided that such
amendment or waiver is set forth in a writing executed by (i) the Company, (ii)
Sterling (so long as Sterling and its Affiliates own in the aggregate at least
25% of the outstanding Common Stock on a fully diluted basis), (iii) NSC (so
long as NSC and its Affiliates own in the aggregate at least 5% of the
outstanding Common Stock on a fully-diluted basis), (iv) the holders of a
majority of the shares of the Registrable Securities held by Investors other
than Sterling, and (v) in the case of any amendment which materially and
adversely affects any Investor differently from any other Investor, such
Investor. No course of dealing between or among any persons having any interest
in this Agreement will be deemed effective to modify, amend or discharge any
part of this Agreement or any rights or obligations of any person under or by
reason of this Agreement.
(b) Survival of Representations and Warranties. All
representations, warranties, covenants and agreements set forth in this
Agreement will survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by an Investor or on its behalf.
(c) Successors and Assigns; Entire Agreement. This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns (including any Permitted Transferee under the Securities Purchase and
Holders Agreement) and executors, administrators and heirs. This Agreement sets
forth the entire agreement and understandings among the parties as to the
subject matter hereof and merges and supersedes all prior discussions and
understandings of any and every nature among them.
(d) Separability. In the event that any provision of
this Agreement or the application of any provision hereof is declared to be
illegal, invalid or otherwise unenforceable by a court of competent
jurisdiction, the remainder of this Agreement shall not be affected except to
the extent necessary to delete such illegal, invalid or unenforceable provision
unless that provision
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<PAGE> 21
held invalid shall substantially impair the benefits of the remaining portions
of this Agreement.
(e) Notices. All notices provided for or permitted
hereunder shall be made in writing by hand-delivery, registered or certified
first-class mail, telex, telecopier or air courier guaranteeing overnight
delivery to the other party at the following addresses (or at such other address
as shall be given in writing by any party to the others):
If to the Company to:
FSC Semiconductor Corporation
333 Western Avenue
Portland, ME 04106
Attention: General Counsel, mail stop 01-00
Fax No.: (207) 761-6020
with required copies to:
If to Sterling, to:
Citicorp Venture Capital Ltd.
399 Park Avenue
14th Floor
New York, New York 10043
Attention: Richard M. Cashin,
James A. Urry and Paul Schorr
with a required copy to:
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attention: G. Daniel O'Donnell
If to an Individual Investor, at the most current address
given by such Individual Investor to the Company in accordance
with this Section 10(e), which address initially is, with
respect to each Additional Investor, the address set forth on
Schedule A hereto.
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<PAGE> 22
All such notices shall be deemed to have been duly given: when
delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; when confirmed, if telexed;
when receipt acknowledged, if telecopied; and on the next business day, if
timely delivered to an air courier guaranteeing overnight delivery.
(f) Governing Law. The validity, performance,
construction and effect of this Agreement shall be governed by and construed in
accordance with the internal law of Delaware, without giving effect to
principles of conflicts of law.
(g) Headings. The headings in this Agreement are for
convenience of reference only and shall not constitute a part of this Agreement,
nor shall they affect its meaning, construction or effect.
(h) Counterparts. This Agreement may be executed in
two or more counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original, and all of
which taken together shall constitute one and the same instrument.
(i) Further Assurances. Each party shall cooperate
and take such action as may be reasonably requested by another party in order to
carry out the provisions and purposes of this Agreement and the transactions
contemplated hereby.
(j) Termination. Unless sooner terminated in
accordance with its terms, this Agreement shall terminate on the fifteenth
anniversary of the date of this Agreement; provided that the indemnification
rights and obligations set forth in Section 6 hereof shall survive the
termination of this Agreement.
(k) Remedies. In the event of a breach or a
threatened breach by any party to this Agreement of its obligations under this
Agreement, any party injured or to be injured by such breach, in addition to
being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement, it being agreed by the parties that the remedy at law, including
monetary damages, for breach of such provision will be inadequate compensation
for any loss and that any defense in any action for
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<PAGE> 23
specific performance that a remedy at law would be adequate is waived.
(l) Party No Longer Owning Securities. If a party
hereto ceases to own any Securities, such party will no longer be deemed to be
an Investor for purposes of this Agreement; provided that the indemnification
rights and obligations set forth in Section 6 hereof shall survive any such
cessation of ownership.
(m) Pronouns. Whenever the context may require, any
pronouns used herein shall be deemed also to include the corresponding neuter,
masculine or feminine forms.
(n) No Effect on Employment. Nothing herein contained
shall confer on any Investor the right to remain in the employ of the Company or
any of its subsidiaries or Affiliates.
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<PAGE> 24
IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.
FSC SEMICONDUCTOR CORPORATION
By:__________________________
Title: ______________________
STERLING HOLDING COMPANY, LLC
By:__________________________
Title:_______________________
NATIONAL SEMICONDUCTOR
CORPORATION
By:__________________________
Title:_______________________
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<PAGE> 25
ADDITIONAL INVESTORS:
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
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<PAGE> 26
SCHEDULE A
Name of Additional Investors Address
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<PAGE> 1
Exhibit 10.37
EXECUTION COPY
$300,000,000
FAIRCHILD SEMICONDUCTOR CORPORATION
10-3/8% SENIOR SUBORDINATED NOTES DUE OCTOBER 1, 2007
PURCHASE AGREEMENT
March 30, 1999
CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
FLEET SECURITIES, INC.
Ladies and Gentlemen:
1. INTRODUCTORY. Fairchild Semiconductor Corporation, a Delaware
corporation ("FAIRCHILD" or the "ISSUER"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the several initial purchasers
named in Schedule A hereto (the "INITIAL PURCHASERS") $300,000,000 principal
amount of its 10-3/8% Senior Subordinated Notes Due October 1, 2007 (the
"OFFERED SECURITIES"). The Offered Securities will be unconditionally guaranteed
(the "GUARANTEES") on a senior subordinated basis by FSC Semiconductor
Corporation, a Delaware corporation ("FSC SEMICONDUCTOR"), and each existing and
subsequently organized domestic subsidiary of the Issuer who become guarantors
under the Credit Agreement (as defined) (together with FSC Semiconductor, the
"GUARANTORS"). The Offered Securities are to be issued under an indenture to be
dated April 1999 (the "INDENTURE"), among the Issuer, the Guarantors and United
States Trust Company of New York, as Trustee (the "TRUSTEE").
The Offered Securities are being issued and sold in connection with (i)
the consummation of the acquisition contemplated by the Business Transfer
Agreement, dated December 20, 1998 (the "BUSINESS TRANSFER AGREEMENT") (and
related product supply, foundry services and other ancillary agreements),
between the Issuer and Samsung Electronics Co., Ltd. ("SAMSUNG"), pursuant to
which the Issuer has agreed to acquire (the "ACQUISITION") Samsung's Power
Device Business (the "PD BUSINESS") and (ii) the refinancing of certain of the
Issuer's existing bank indebtedness. To consummate the Acquisition and the
refinancing, (i) the Issuer will issue the Offered Securities, (ii) the Issuer
will enter into a credit agreement to be dated as of April 13, 1999 (and the
related guarantees and security documents) (collectively, the "CREDIT
AGREEMENT"), among the Issuer, the Guarantors signatory thereto, Credit Suisse
First Boston, New York branch, as administrative agent, and the Lenders named
therein and (iii) Citicorp Mezzanine Partners, L.P. (the "Mezzanine Fund") will
contribute $50.0 million in cash to FSC Semiconductor in exchange for a
promissory note and a warrant to purchase common stock of FSC Semiconductor, and
FSC Semiconductor will contribute such $50.0 million to the Issuer as a capital
contribution (together with the Acquisition and the execution of the Credit
Agreement, the "TRANSACTIONS").
The Offered Securities will be offered and sold to the Initial
Purchasers without being registered under the Securities Act of 1933 (the
"SECURITIES ACT"), in reliance upon an exemption therefrom. Prior to the Closing
Date (as defined herein), the Issuer will deliver to the Initial Purchasers a
Preliminary Offering Circular (as defined herein) setting forth the information
concerning the Issuer and the Offered Securities. Any references herein to the
Offering Circular (as defined herein) shall be deemed to include all amendments
and supplements thereto, unless otherwise noted. The Issuer hereby confirms that
it has authorized the use of the Offering Document (as defined herein) in
connection with the offering and resale of the Offered Securities by the Initial
Purchasers in accordance with Section 2 hereof.
Holders of the Offered Securities (including the Initial Purchasers and
their direct and indirect transferees) will be entitled to the benefits of a
Registration Rights Agreement dated the date hereof, among the Issuer, the
Guarantors and the Initial Purchasers (the "REGISTRATION RIGHTS AGREEMENT"),
pursuant to which the Issuer will agree to file with the Securities and Exchange
Commission (the "COMMISSION") (i) a registration statement under the Securities
Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") registering an issue of senior
subordinated notes of the Issuer (the "EXCHANGE NOTES"), which are identical in
all material respects to the Offered Securities (except that the Exchange Notes
will not contain terms with respect to transfer restrictions and interest rate
increase) and (ii) under certain circumstances, a shelf registration statement
pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION
STATEMENT").
This Agreement, the Registration Rights Agreement and the Indenture are
referred to herein collectively as the "OPERATIVE DOCUMENTS." The agreements
relating to the Transactions are referred to herein collectively as the
"TRANSACTION AGREEMENTS."
As used in this Agreement, references to "SUBSIDIARY" and
"SUBSIDIARIES" mean each subsidiary and all subsidiaries, respectively, of the
Issuer prior to giving effect to the Acquisition.
Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Offering Document.
The Issuer and the Guarantors hereby agree with the Initial Purchasers
as follows:
2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE GUARANTORS. The
Issuer and the Guarantors jointly and severally represent and warrant to, and
agree with, the several Initial Purchasers as set forth below, it being
understood that the representations and warranties relating to the PD Business
are qualified by the knowledge of the Issuer and the Guarantors:
(a) A confidential preliminary offering circular dated March
15, 1999 (the "PRELIMINARY OFFERING CIRCULAR") and a confidential
offering circular dated March 31, 1999 (the "OFFERING CIRCULAR"),
relating to the Offered Securities have been prepared by the Issuer.
Such Preliminary Offering Circular and Offering Circular, as
supplemented as of the date of this Agreement are hereinafter
collectively referred to as the "OFFERING DOCUMENT." As of its
respective dates, the Offering Document does not include any untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The preceding
sentence does not apply to statements in or omissions from the Offering
Document based upon written information furnished to the Issuer by any
Initial Purchaser through Credit Suisse First Boston Corporation
("CSFBC") specifically for use therein, it being understood and agreed
that the only such information is that described as such in Section
7(b) hereof.
(b) Each of the Issuer and FSC Semiconductor has been duly
incorporated and is an existing corporation in good standing under the
laws of the jurisdiction of its incorporation, with power and authority
(corporate and other) to own its properties and conduct its business as
described in the Offering Document; and each of the Issuer and FSC
Semiconductor is duly qualified to do business as a foreign corporation
in good standing in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires such
qualification, except to the extent that the failure to so qualify or
be in good standing would not have a material adverse effect on the
business, assets, operations, properties, financial condition,
liabilities or prospects of the Issuer, FSC Semiconductor and the
Subsidiaries taken as a whole, or would not materially and adversely
affect the ability of each of the Issuer and the Guarantors to perform
their
2
<PAGE> 2
respective obligations under the Operative Documents and the
Transaction Documents (a "MATERIAL ADVERSE EFFECT").
(c) Each Subsidiary has been duly incorporated and is an
existing corporation in good standing under the laws of the
jurisdiction of its incorporation, with power and authority (corporate
and other) to own its properties and conduct its business as described
in the Offering Document; and each Subsidiary is duly qualified to do
business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification, except to the
extent that the failure to so qualify or be in good standing would not
have a Material Adverse Effect; all of the issued and outstanding
capital stock of each Subsidiary has been duly authorized and validly
issued and is fully paid and nonassessable; and the capital stock of
each Subsidiary owned by the Issuer, directly or through Subsidiaries,
is owned free from liens, encumbrances and defects, other than as
described in the Offering Document.
(d) The Indenture has been duly authorized by the Issuer and
each Guarantor; the Guarantees have been duly authorized by each
Guarantor; the Offered Securities have been duly authorized by the
Issuer; and when the Offered Securities are delivered by the Issuer and
authenticated by the Trustee and paid for pursuant to this Agreement on
the Closing Date (as defined below), the Indenture will have been duly
executed and delivered, such Offered Securities will have been duly
executed, authenticated, issued and delivered and will conform in all
material respects to the description thereof contained in the Offering
Document and the Indenture and such Offered Securities will constitute
valid and legally binding obligations of the Issuer and each Guarantor,
enforceable in accordance with their terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws,
now or hereinafter in effect, relating to creditors' rights generally
and (ii) general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
(e) This Agreement has been duly authorized, executed and
delivered by the Issuer and each Guarantor.
(f) The Registration Rights Agreement has been duly authorized
by the Issuer and each Guarantor and will conform in all material
respects to the description thereof in the Offering Document and, when
the Registration Rights Agreement has been duly executed and delivered
by the Initial Purchasers, will constitute a valid and binding
obligation of the Issuer and each Guarantor, enforceable against the
Issuer and each Guarantor in accordance with its terms, except to the
extent that enforcement thereof may be limited by (i) bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws, now or hereinafter in effect, relating to creditors'
rights generally and (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law),
and except that any rights to indemnity and contribution may be limited
by Federal and state securities laws and public policy considerations.
(g) There are no contracts, agreements or understandings
between the Issuer or any Guarantor and any person that would give rise
to a valid claim against the Issuer, any Guarantor or any Initial
Purchaser for a brokerage commission, finder's fee or other like
payment, other than to the Initial Purchasers, in connection with any
transactions contemplated by this Agreement.
(h) Assuming the accuracy of the representations and
warranties of the Initial Purchasers contained in Section 4 of this
Agreement, no consent, approval, authorization, or order of, or filing
with, any governmental agency or body or any court is required for the
performance by the
3
<PAGE> 3
Issuer or the Guarantors of their obligations under the Operative
Documents or in connection with the issuance and sale of the Offered
Securities by the Issuer, except as may be required under the
Securities Act and the Rules and Regulations of the Commission
thereunder with respect to the Registration Rights Agreement and the
transactions contemplated thereunder and such as may be required by
state securities or blue sky laws in connection with the offer and sale
of the Offered Securities.
(i) The execution, delivery and performance of the Operative
Documents and the Transaction Agreements by each of the Issuer, the
Guarantors and Subsidiaries (to the extent a party thereto) and the
issuance and sale of the Offered Securities by the Issuer, and
compliance with the terms and provisions thereof, will not result in a
breach or violation of any of the terms and provisions of, or
constitute a default under, any domestic or, to the knowledge of the
Issuers and the Guarantors, foreign, statute, rule, regulation or order
of any governmental agency or body or any court having jurisdiction
over FSC Semiconductor, the Issuer or any Subsidiary or any of their
properties, or any agreement or instrument to which FSC Semiconductor,
the Issuer or any such Subsidiary is a party or by which FSC
Semiconductor, the Issuer or any such Subsidiary is bound or to which
any of the properties of FSC Semiconductor, the Issuer or any such
Subsidiary is subject, or the charter or by-laws of FSC Semiconductor,
the Issuer or any such Subsidiary, and the Issuer has full power and
authority to authorize, issue and sell the Offered Securities as
contemplated by this Agreement.
(j) To the knowledge of the Issuer and the Guarantors without
independent investigation, the execution, delivery and performance by
Samsung and Mezzanine Fund of the Transaction Agreements and compliance
with the terms and provisions thereof will not result in a breach or
violation of any of the terms and provisions of, or constitute a
default under, any domestic or, to the knowledge of the Issuers and the
Guarantors, foreign statute, rule, regulation or order of any
governmental agency or body or any court having jurisdiction over
Samsung or Mezzanine Fund or any of their properties, or any agreement
or instrument to which Samsung or Mezzanine Fund is bound or to which
any of the properties of Samsung or Mezzanine Fund is subject, or the
charter or by-laws of Samsung or Mezzanine Fund.
(k) Except as disclosed in the Offering Document, each of the
Issuer, FSC Semiconductor, the Subsidiaries and the PD Business has a
good and marketable title to all real properties and all other
properties and assets owned by them and necessary to conduct the
business now operated by them, in each case free from liens,
encumbrances and defects that would materially affect the value thereof
or materially interfere with the use made or to be made thereof by
them; and except as disclosed in the Offering Document, each of the
Issuer, FSC Semiconductor, the Subsidiaries and the PD Business holds
any leased real or personal property necessary to the conduct of the
business now operated by them under valid and enforceable leases with
no exceptions that would materially interfere with the use made or to
be made thereof by them.
(l) Each Transaction Agreement has been or will be duly
authorized, executed and delivered by each of the Issuer, the
Guarantors and the Subsidiaries and, to the knowledge of the Issuer and
the Guarantors without independent verification, by Samsung and
Mezzanine Fund (to the extent a party thereto) and conforms in all
material respects to the descriptions thereof in the Offering Document.
Each Transaction Agreement, when executed or when so executed, will
constitute a valid and legally binding obligation of each of the
Issuer, the Guarantors and the Subsidiaries (to the extent a party
thereto) and will be enforceable in accordance with its terms, except
to the extent that enforcement thereof may be limited by (i)
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other similar laws, now or hereinafter in
4
<PAGE> 4
effect, relating to creditors' rights generally and (ii) general
principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law). The Issuer has
delivered to the Initial Purchasers a true and correct copy of the
Business Transfer Agreement in the form originally executed, and there
have been no amendments or waivers to the Business Transfer Agreement
(or exhibits or schedules thereto) other than those as to which the
Initial Purchasers have been advised. At the Closing Date, the Issuer
will deliver to the Initial Purchasers true and correct copies of all
other Transaction Agreements in the form originally executed.
(m) Each of the Issuer, FSC Semiconductor, the PD Business and
the Subsidiaries possesses adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary
to conduct the business presently operated and conducted by them,
subject to such qualifications as may be set forth in the Offering
Document or except where the failure to so possess would not,
singularly or in the aggregate, have a Material Adverse Effect; and has
not received any notice of proceedings relating to the revocation or
modification of any such certificate, authority or permit that, if
determined adversely to the Issuer, FSC Semiconductor, the PD Business
or any Subsidiary, would individually or in the aggregate have a
Material Adverse Effect.
(n) No material labor dispute with the employees of any of the
Issuer, FSC Semiconductor, the PD Business or any Subsidiary exists or,
to the knowledge of the Issuer or any Guarantor, is imminent, that
might have a Material Adverse Effect.
(o) Each of the Issuer, FSC Semiconductor, the PD Business and
the Subsidiaries owns, possesses, has the right to use by license or
otherwise, or can acquire on reasonable terms, adequate trademarks,
trade names and other rights to inventions, know-how, patents,
copyrights, confidential information and other intellectual property
(collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the
business now operated by them and have not received any notice of
infringement of or conflict with asserted rights of others with respect
to any intellectual property rights that, if determined adversely to
the Issuer, FSC Semiconductor, the PD Business or any Subsidiary, would
individually or in the aggregate have a Material Adverse Effect.
(p) Except as disclosed in the Offering Document, none of the
Issuer, FSC Semiconductor, the PD Business or any Subsidiary is in
violation of any statute, any rule, regulation, decision or order of
any governmental agency or body or any court, domestic or foreign,
relating to the use, disposal or release of hazardous or toxic
substances or relating to the protection or restoration of the
environment or human exposure to hazardous or toxic substances
(collectively, "ENVIRONMENTAL LAWS"), owns or operates any real
property contaminated with any substance that is subject to any
environmental laws, is liable for any off-site disposal or
contamination pursuant to any environmental laws, or is subject to any
claim relating to any environmental laws, which violation,
contamination, liability or claim would individually or in the
aggregate have a Material Adverse Effect; and neither the Issuer nor
any Guarantor is aware of any pending investigation which might lead to
such a claim.
(q) Except as disclosed in the Offering Document, there are no
pending actions, suits or proceedings against or affecting the Issuer,
FSC Semiconductor, the PD Business, any Subsidiary or any of their
respective properties that, if determined adversely to the Issuer, FSC
Semiconductor, the PD Business or any Subsidiary, would individually or
in the aggregate have a Material Adverse Effect or which are otherwise
material in the context of the sale of the Offered Securities and the
consummation of the Transactions; and no such actions, suits or
proceedings are, to the Issuer's or any Guarantor's knowledge,
threatened.
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(r) The financial statements of the Issuer and FSC
Semiconductor included in the Offering Document present fairly the
financial position of the Issuer and its consolidated Subsidiaries and
FSC Semiconductor on the basis stated in the Offering Document as of
the dates shown and their results of operations and cash flows for the
periods shown, and such financial statements have been prepared in
conformity with the generally accepted accounting principles in the
United States applied on a consistent basis; and the unaudited pro
forma financial statements, and the related notes thereto, included in
the Offering Document and the assumptions used in preparing such pro
forma financial statements are a reasonable basis for presenting the
significant effects directly attributable to the transactions or events
described therein, the related pro forma adjustments give appropriate
effect to those assumptions, and the pro forma columns therein reflect
the proper application of those adjustments to the corresponding
historical financial statement amounts.
(s) To the knowledge of the Issuer and the Guarantors, the
financial statements of the PD Business included in the Offering
Document present fairly the financial position of the PD Business as of
the dates shown and its results of operations and cash flows for the
periods shown, and such financial statements have been prepared in
conformity with the generally accepted accounting principles in the
United States applied on a consistent basis; and the unaudited pro
forma financial statements, and the related notes thereto, included in
the Offering Document and the assumptions used in preparing such pro
forma financial statements are a reasonable basis for presenting the
significant effects directly attributable to the transactions or events
described therein, the related pro forma adjustments give appropriate
effect to those assumptions, and the pro forma columns therein reflect
the proper application of those adjustments to the corresponding
historical financial statement amounts.
(t) Except as disclosed in the Offering Document, (i) there
has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition
(financial or other), business, properties or results of operations of
the Issuer, FSC Semiconductor and the Subsidiaries taken as a whole,
since the date of the most recent audited financial statements of the
Issuer and FSC Semiconductor included in the Offering Document or of
the PD Business since the date of the most recent audited financial
statements of the PD Business included in the Offering Document and
(ii) there has been no dividend or distribution of any kind declared,
paid or made by the Issuer or any Guarantor on any class of its capital
stock since the date of the most recent audited financial statements of
the Issuer and FSC Semiconductor included in the Offering Document.
(u) Neither the Issuer nor any Guarantor is an open-end
investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
United States Investment Company Act of 1940 (the "INVESTMENT COMPANY
ACT"); and each of the Issuer and the Guarantors is not and, after
giving effect to the offering and sale of the Offered Securities and
the application of the proceeds thereof as described in the Offering
Document, will not be an "investment company" as defined in the
Investment Company Act.
(v) No securities of the same class (within the meaning of
Rule 144A(d)(3) under the Securities Act) as the Offered Securities or
the Guarantees are listed on any national securities exchange
registered under Section 6 of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"), or quoted in a U.S. automated
inter-dealer quotation system.
(w) Assuming the accuracy of the representations and
warranties of the Initial Purchasers in Section 4 hereof, the offer and
sale of the Offered Securities by the Issuer to the
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<PAGE> 6
several Initial Purchasers in the manner contemplated by this Agreement
will be exempt from the registration requirements of the Securities Act
by reason of Section 4(2) thereof and Regulation S; and it is not
necessary to qualify the indenture in respect of the Offered Securities
under the United States Trust Indenture Act of 1939, as amended (the
"TRUST INDENTURE ACT").
(x) None of the Issuer or any Guarantor, nor any of their
affiliates, nor any person acting on their behalf (i) has, within the
six-month period prior to the date hereof, offered or sold in the
United States or to any U.S. person (as such terms are defined in
Regulation S under the Securities Act) the Offered Securities or any
Guarantee or any security of the same class or series as the Offered
Securities or any Guarantee or (ii) has offered or will offer or sell
the Offered Securities or any Guarantee (A) in the United States by
means of any form of general solicitation or general advertising within
the meaning of Rule 502(c) under the Securities Act or (B) with respect
to any securities sold in reliance on Rule 903 of Regulation S, by
means of any directed selling efforts within the meaning of Rule 902(b)
of Regulation S. Neither the Issuer nor any Guarantor has entered and
will not enter into any contractual arrangement with respect to the
distribution of the Offered Securities or the Guarantees except for
this Agreement.
(y) The Issuer is subject to Section 13 or 15(d) of the
Exchange Act.
(z) There is no "substantial U.S. market interest" as defined
in Rule 902(j) of Regulation S in the Issuer's or any Guarantor's debt
securities or in the Exchange Notes (as defined in the Registration
Rights Agreement).
(aa) None of the Issuer, FSC Semiconductor and the
Subsidiaries or, to the best knowledge of the Issuer, FSC Semiconductor
or any Subsidiary, any director, officer, agent, employee or other
person associated with or acting on behalf of the Issuer, FSC
Semiconductor or any Subsidiary has (i) used any corporate funds for
any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity; (ii) made any direct or
indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; (iii) violated or is in
violation of any provision of the Foreign Corrupt Practices Act of
1977; or (iv) made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment.
3. PURCHASE, SALE AND DELIVERY OF OFFERED SECURITIES. On the
basis of the representations, warranties and agreements contained herein, but
subject to the terms and conditions set forth herein, the Issuer agrees to sell
to the Initial Purchasers, and the Initial Purchasers agree, severally and not
jointly, to purchase from the Issuer, at a purchase price of 97% of the
principal amount thereof plus accrued interest from April 7 to the Closing Date
(as hereinafter defined), the respective principal amounts of Offered Securities
set forth opposite the names of the several Initial Purchasers in Schedule A
hereto.
The Issuer will deliver against payment of the purchase price the
Offered Securities in the form of one or more permanent global Securities in
definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") and registered in the name of
Cede & Co., as nominee for DTC. Interests in any permanent Global Securities
will be held only in book-entry form through DTC, except in the limited
circumstances described in the Offering Document. Payment for the Offered
Securities shall be made by the Initial Purchasers in Federal (same day) funds
by wire transfer to an account previously designated by the Issuer to CSFBC at a
bank acceptable to CSFBC at the office of Cravath, Swaine & Moore at 10:00 A.M.
(New York time), on April 7, 1999, or at such other time not later than seven
full business days thereafter as CSFBC and the Issuer determine, such time being
herein referred to as the "CLOSING DATE," against delivery to the Trustee as
custodian for DTC of the Global Securities representing all of the Offered
Securities. The Global Securities will be made available for checking at the
above office at least 24 hours prior to the Closing Date.
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<PAGE> 7
4. REPRESENTATIONS BY INITIAL PURCHASERS; RESALE BY INITIAL
PURCHASERS.
(a) Each Initial Purchaser severally represents and warrants
to the Issuer that it is an "accredited investor" within the meaning of
Regulation D under the Securities Act.
(b) Each Initial Purchaser severally acknowledges that the
Offered Securities have not been registered under the Securities Act
and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons except in accordance with
Regulation S or pursuant to an exemption from the registration
requirements of the Securities Act. Each Initial Purchaser severally
represents and agrees that it has offered and sold the Offered
Securities and will offer and sell the Offered Securities (i) as part
of their distribution at any time and (ii) otherwise until the later of
the commencement of the offering and the Closing Date, only in
accordance with Rule 144A ("RULE 144A") or Rule 903 under the
Securities Act. Accordingly, neither such Initial Purchaser nor its
affiliates, nor any persons acting on its or their behalf, have engaged
or will engage in any directed selling efforts with respect to the
Offered Securities, and such Initial Purchaser, its affiliates and all
persons acting on its or their behalf have complied and will comply
with the offering restrictions requirement of Regulation S. Terms used
in this subsection (b) have the meanings given to them by Regulation S.
(c) Each Initial Purchaser severally represents, warrants and
agrees that it and each of its affiliates has not entered and will not
enter into any contractual arrangement with respect to the distribution
of the Offered Securities except for any such arrangements with the
other Initial Purchasers or affiliates of the other Initial Purchasers
or with the prior written consent of the Issuer.
(d) Each Initial Purchaser severally agrees that it and each
of its affiliates or anyone acting on its behalf will not offer or sell
the Offered Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) under the
Securities Act, including, but not limited to (i) any advertisement,
article, notice or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, or
(ii) any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising. Each Initial Purchaser
severally agrees, with respect to resales made in reliance on Rule 144A
of any of the Offered Securities, to deliver either with the
confirmation of such resale or otherwise prior to settlement of such
resale a notice to the effect that the resale of such Offered
Securities has been made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A.
(e) Each of the Initial Purchasers severally represents,
warrants and agrees that (i) it has not offered or sold and prior to
the date six months after the date of issue of the Offered Securities
will not offer or sell any Offered Securities to persons in the United
Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer
to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied and will
comply with all applicable provisions of the Financial Services Act
1986 with respect to anything done by it in relation to the Offered
Securities in, from or otherwise involving the United Kingdom; and
(iii) it has only issued or passed on and will only issue or pass on in
the United Kingdom any document received by it in connection with the
issue of the Offered Securities to a person who is of a kind described
in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom such
document may otherwise lawfully be issued or passed on.
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<PAGE> 8
(f) Salomon Smith Barney Inc. represents, warrants and agrees
that it and each of its affiliates will not engage in market making
activities with respect to the Offered Securities for which the
Securities Act requires the delivery of a prospectus.
5. CERTAIN AGREEMENTS OF THE ISSUER. The Issuer agrees with the several
Initial Purchasers that:
(a) The Issuer will advise CSFBC promptly of any proposal to
amend or supplement the Offering Document and will not effect such
amendment or supplementation without CSFBC's consent, which consent
will not be unreasonably withheld. If, at any time prior to the
completion of the initial resale of the Offered Securities by the
Initial Purchasers any event occurs as a result of which the Offering
Document as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary at any such time to amend or supplement the Offering Document
to comply with any applicable law, the Issuer promptly will notify
CSFBC of such event and promptly will prepare, at its own expense, an
amendment or supplement which will correct such statement or omission
or effect such compliance. Neither CSFBC's consent to, nor the Initial
Purchasers' delivery to offerees or investors of, any such amendment or
supplement shall constitute a waiver of any of the conditions set forth
in Section 6.
(b) The Issuer will furnish to CSFBC copies of the Offering
Document and all amendments and supplements to such Offering Document,
in each case as soon as available and in such quantities as CSFBC
reasonably requests, and the Issuer will furnish to CSFBC on the date
hereof three copies of the Offering Document signed by a duly
authorized officer of the Issuer, one of which will include the
independent accountants' reports therein manually signed by such
independent accountants. At any time when the Issuer is not subject to
Section 13 or 15(d) of the Exchange Act, the Issuer will promptly
furnish or cause to be furnished to CSFBC (and, upon request, to each
of the other Initial Purchasers) and, upon request of holders and
prospective purchasers of the Offered Securities, to such holders and
purchasers, a reasonable number of copies of the information required
to be delivered to holders and prospective purchasers of the Offered
Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any
successor provision thereto) in order to permit compliance with Rule
144A in connection with resales by such holders of the Offered
Securities. The Issuer will pay the expenses of printing and
distributing to the Initial Purchasers all such documents.
(c) The Issuer, in cooperation with the Initial Purchasers and
their counsel, will arrange for the qualification of the Offered
Securities for sale and the determination of their eligibility for
investment under the laws of such jurisdictions in the United States
and Canada as CSFBC designates and will continue such qualifications in
effect so long as required for the resale of the Offered Securities by
the Initial Purchasers provided that the Issuer will not be required to
qualify as a foreign corporation or to file a general consent to
service of process in any such state.
(d) During the period of three years hereafter, the Issuer
will furnish to CSFBC and, upon request, to each of the other Initial
Purchasers, as soon as practicable after the end of each fiscal year, a
copy of its annual report to shareholders for such year, if any such
report is prepared and circulated; and the Issuer will furnish to CSFBC
and, upon request, to each of the other Initial Purchasers as soon as
available, a copy of each report and any definitive proxy statement of
the Issuer filed with the Commission under the Exchange Act or mailed
to shareholders.
(e) During the period of two years hereafter or, if earlier,
until such time as the Offered Securities are no longer restricted
securities (as defined in Rule 144 under the Securities Act), the
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<PAGE> 9
Issuer will, upon request, furnish to CSFBC, each of the other Initial
Purchasers and any holder of Offered Securities a copy of the
restrictions on transfer applicable to the Offered Securities.
(f) During the period of two years hereafter or, if earlier,
until such time as the Offered Securities are no longer restricted
securities (as defined in Rule 144 under the Securities Act), the
Issuer will not, and will not permit any of its affiliates (as defined
in Rule 144 under the Securities Act) to, resell any of the Offered
Securities that have been reacquired by any of them.
(g) During the period of two years hereafter or, if earlier,
until such time as the Offered Securities are no longer restricted
securities (as defined in Rule 144 under the Securities Act), the
Issuer will not be or become an open-end investment company, unit
investment trust or face-amount certificate company that is or is
required to be registered under Section 8 of the Investment Company
Act.
(h) The Issuer will pay all expenses incidental to the
performance of its obligations under the Operative Documents, including
(i) the fees and expenses of the Trustee and its professional advisers;
(ii) all expenses in connection with the execution, issuance,
authentication, packaging and initial delivery of the Offered
Securities, the preparation and printing of the Offered Securities, the
Offering Document and amendments and supplements thereto, and any other
document relating to the issuance, offer, sale and delivery of the
Offered Securities; (iii) the cost of qualifying the Offered Securities
for trading in The PortalSM Market ("PORTAL") of The Nasdaq Stock
Market, Inc. and any expenses incidental thereto; (iv) the cost of any
advertising approved by the Issuer in connection with the issuance of
the Offered Securities; (v) for any expenses (including fees and
disbursements of counsel) incurred in connection with qualification of
the Offered Securities for sale under the laws of such jurisdictions as
CSFBC designates and the printing of memoranda relating thereto; (vi)
for any fees charged by investment rating agencies for the rating of
the Offered Securities; and (vii) for expenses incurred in distributing
the Offering Document (including any amendments and supplements
thereto) to the Initial Purchasers. The Issuer will reimburse the
Initial Purchasers for all travel expenses of Issuer's officers and
employees and any other expenses of the Issuer in connection with
attending or hosting meetings with prospective purchasers of the
Offered Securities.
(i) In connection with the offering, until CSFBC shall have
notified the Issuer and the other Initial Purchasers of the completion
of the resale of the Offered Securities, neither the Issuer nor any of
its affiliates has or will, either alone or with one or more other
persons, bid for or purchase for any account in which it or any of its
affiliates has a beneficial interest, any Offered Securities or attempt
to induce any person to purchase any Offered Securities; and neither it
nor any of its affiliates will make bids or purchases for the purpose
of creating actual, or apparent, active trading in, or of raising the
price of, the Offered Securities.
(j) For a period of 90 days after the date of the initial
offering of the Offered Securities by the Initial Purchasers, neither
the Issuer nor the Subsidiaries will offer, sell, contract to sell,
pledge, or otherwise dispose of, directly or indirectly, any United
States dollar-denominated debt securities issued or guaranteed by the
Issuer, FSC Semiconductor or any Subsidiary in any transaction
involving a public offering or a private placement in connection with
intended resale under Rule 144A under the Securities Act and having a
maturity of more than three years from the date of issue or publicly
disclose the intention to make any such offer, sale, pledge or
disposal, without the prior written consent of CSFBC. Neither FSC
Semiconductor, the Issuer, nor any Subsidiary will at any time offer,
sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, any securities under circumstances where such offer, sale,
pledge, contract or disposition would cause the exemption afforded by
Section 4(2) of the Securities Act or the safe
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<PAGE> 10
harbor of Regulation S thereunder to cease to be applicable to the
offer and sale of the Offered Securities.
(k) The Issuer will apply the net proceeds of the offering and
the sale of the Offered Securities in the manner set forth in the
Offering Document under the caption "Sources and Uses of Proceeds."
(l) The Issuer will deposit the proceeds of the sale of the
Offered Securities into an escrow account, pursuant to the terms of the
Escrow Agreement to be dated April 7, 1999 between the Issuer and
United States Trust Company of New York, as Escrow Agent.
(m) The Issuer will not be in default, or will have received
an appropriate waiver with respect to any default, under its Amended
and Restated Credit Facility dated as of March 11, 1997.
6. CONDITIONS OF THE OBLIGATIONS OF THE INITIAL PURCHASERS. The
obligations of the several Initial Purchasers to purchase and pay for the
Offered Securities will be subject to the accuracy of the representations and
warranties on the part of the Issuer and each Guarantor herein in all material
respects, except to the extent such representations and warranties are already
qualified by materiality in Section 2 herein, to the accuracy of the statements
of officers of the Issuer and each Guarantor made pursuant to the provisions
hereof, to the performance by the Issuer and each Guarantor of their obligations
hereunder and to the following additional conditions precedent:
(a) The Initial Purchasers shall have received a letter, dated
the date of this Agreement, of KPMG Peat Marwick LLP, independent
auditors for the Issuer and FSC Semiconductor, substantially in the
form of Exhibit A hereto and acceptable to the Initial Purchasers.
(b) The Initial Purchasers shall have received a letter, dated
the date of this Agreement, of Samil Accounting Corporation,
independent auditors for the PD Business, substantially in the form of
Exhibit B hereto and acceptable to the Initial Purchasers.
(c) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) a change in U.S. or
international financial, political or economic conditions or currency
exchange rates or exchange controls as would, in the reasonable
judgment of CSFBC, be likely to prejudice materially the success of the
proposed issue, sale or distribution of the Offered Securities, whether
in the primary market or in respect of dealings in the secondary
market, or (ii) any change, or any development or event involving a
prospective change, in the financial condition, business, properties or
results of operations of the Issuer, FSC Semiconductor and the
Subsidiaries taken as a whole or of the PD Business which, in the
reasonable judgment of CSFBC, is material and adverse and makes it
impractical or inadvisable to proceed with the completion of the
offering or the sale of and payment for the Offered Securities; (iii)
any downgrading in the rating of any debt securities of the Issuer by
any "nationally recognized statistical rating organization" (as defined
for purposes of Rule 436(g) under the Securities Act), or any public
announcement that any such organization has under surveillance or
review its rating of any debt securities of the Issuer (other than an
announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating); (iv) any
suspension or limitation of trading in securities generally on the New
York Stock Exchange or any setting of minimum prices for trading on
such exchange, or any suspension of trading of any securities of the
Issuer on any exchange or in the over-the-counter market; (v) any
banking moratorium declared by Federal or New York authorities; or (vi)
any outbreak or escalation of major hostilities in which the United
States or Korea is involved, any declaration of war by Congress or
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<PAGE> 11
the Korean government or any other substantial national or
international calamity or emergency if, in the reasonable judgment of a
majority in interest of the Initial Purchasers, including CSFBC, the
effect of any such outbreak, escalation, declaration, calamity or
emergency makes it impractical or inadvisable to proceed with the
completion of the offering or sale of and payment for the Offered
Securities.
(d) Concurrently with or prior to the issuance and sale of the
Offered Securities by the Issuer, the Transactions shall be consummated
on terms that conform in all material respects to the description
thereof in the Offering Document and the Transaction Documents;
PROVIDED, HOWEVER, that in order to satisfy certain requirements of
Korean law, the Acquisition may be consummated after the issuance and
sale of the Offered Securities; and the Initial Purchasers shall have
received true and correct copies of all documents pertaining thereto
and evidence reasonably satisfactory to the Initial Purchasers of the
consummation thereof.
(e) Concurrently with or prior to the issuance and sale of the
Offered Securities by the Issuer, the Issuer and each Guarantor party
thereto shall have entered into the Transaction Agreements; PROVIDED,
HOWEVER, that in order to satisfy certain requirements of Korean law,
the Transaction Agreements may be entered into after the issuance and
sale of the Offered Securities. There shall exist at and as of the
later of the Closing Date and the date of the consummation of the
Acquisition (after giving effect to the transactions contemplated by
this Agreement and the Transactions) no condition that would constitute
a default (or an event that with notice or lapse of time, or both,
would constitute a default) under any Transaction Agreement.
(f) The Initial Purchasers shall have received an opinion,
dated the Closing Date, of Daniel E. Boxer, General Counsel of the
Issuer, that:
(i) Each of the Subsidiaries is a corporation in
good standing under the laws of the jurisdiction of its
incorporation, with corporate power and corporate authority to
own its properties and conduct its businesses as described in
the Offering Circular; and is duly qualified to do business as
a foreign corporation and is in good standing in the
jurisdictions listed in such opinion;
(ii) except as disclosed in the Offering Documents,
insofar as is known to such counsel, there are no actions,
suits or proceedings threatened or pending against the
Subsidiaries or any of their respective properties that if
determined adversely to any Subsidiary would be reasonably
likely to have a Material Adverse Effect.
(g) The Initial Purchasers shall have received an opinion,
dated the Closing Date, of Dechert Price & Rhoads, counsel for the
Issuer, that:
(i) the Issuer is a corporation in good standing
under the laws of the State of Delaware, with corporate power
and corporate authority to own its properties and conduct its
businesses as described in the Offering Circular; and the
Issuer is duly qualified to do business as a foreign
corporation and is in good standing in the jurisdictions
listed in such opinion;
(ii) each Guarantor is a corporation in good standing
under the laws of the State of Delaware;
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<PAGE> 12
(iii) insofar as is known to such counsel, to the
extent the Offering Circular contains summaries of statutes,
legal proceedings or documents (or provisions thereof)
referred to therein, such statements are true and correct in
all material respects;
(iv) the Issuer and the Guarantors have duly
authorized the execution, delivery and performance of the
Operative Documents and the consummation of the transactions
contemplated thereby;
(v) the Operative Documents constitute valid and
legally binding obligations of the Issuer and each Guarantor,
subject to bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights generally, general
equitable principles and the discretion of courts in granting
equitable remedies and except that any rights to indemnity and
contribution may be limited or prohibited by Federal and state
securities laws and public policy considerations; the Offered
Securities have been duly authorized and executed by the
Issuer and conform to the description thereof contained in the
Offering Document and the Indenture and, when duly
authenticated in accordance with the terms of the Indenture
and delivered to and paid for by the Initial Purchasers in
accordance with the terms of this Agreement, will constitute
valid and legally binding obligations of the Issuer, subject
to bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally, general
equitable principles and the discretion of the courts in
granting equitable remedies;
(vi) assuming the accuracy of the representation and
warranty of the Issuer and the Guarantors contained in Section
2(x) of this Agreement and the accuracy of the representations
and warranties of the Initial Purchasers contained in Section
4 of this Agreement, no consent, approval, authorization or
order of, or filing with, any governmental agency or body or
any court is required for the performance by each of the
Issuer and the Guarantors of its obligations under the
Operative Documents or in connection with the issuance and
sale of the Offered Securities by the Issuer, except such as
have been obtained or made or as may be required under the
Securities Act or the Exchange Act and the rules and
regulations of the Commission thereunder with respect to the
Registration Rights Agreement and the transactions
contemplated thereunder and such as may be required by state
securities or blue sky laws in connection with the offer and
sale of the Offered Securities;
(vii) the execution, delivery and performance of the
Operative Documents and the Transaction Agreements by the
Issuer and the Guarantors (to the extent a party thereto) and
the issuance and sale of the Offered Securities by the Issuer
and compliance with the terms and provisions of the foregoing
will not (A) result in a breach or violation of any of the
terms and provisions of (1) any material New York or Federal
statute, rule or regulation applicable to the Issuer or the
Guarantors or (2) any order of any governmental agency or body
or any court having jurisdiction over the Issuer or the
Guarantors or any of their properties and which order is known
to such counsel, or (B) result in a breach or violation of any
of the terms or provisions of, or constitute a default under,
any Transaction Agreements (upon execution and delivery of
such Transaction Agreements) listed in such opinion, or (C)
result in a violation of the charter or by-laws of the Issuer
or the Guarantors;
(viii) other than those already obtained or applied
for, no consent, approval, authorization or order of, or
filing with, any New York or Federal governmental agency or
body or any New York or Federal court is required in
connection with the
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consummation of the transactions contemplated by the
Transaction Agreements by the Issuer or the Guarantors, except
for such consents, approvals, authorizations, orders or
filings the failure of which to obtain or make would not
result in a Material Adverse Effect;
(ix) each of the Transaction Agreements has been duly
authorized by each of the Issuer and the Guarantors (to the
extent a party thereto) and each of the Transaction Agreements
listed in such opinion will, when duly executed, constitute a
valid and legally binding obligation of each of the Issuer or
the Guarantors (to the extent a party thereto) and is
enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors' rights generally, general equitable
principles and the discretion of the courts in granting
equitable remedies;
(x) except as disclosed in the Offering Documents,
insofar as is known to such counsel, there are no actions,
suits or proceedings threatened or pending against the Issuer
or the Guarantors or any of their respective properties that
if determined adversely to the Issuer or any such Guarantor
would be reasonably likely to have a Material Adverse Effect;
(xi) neither the Issuer or any Guarantor is an
open-end investment company, unit investment trust or
face-amount certificate company that is or is required to be
registered under Section 8 of the United States Investment
Company Act of 1940 (the "INVESTMENT COMPANY ACT"), nor is
either a closed-end investment company required to be
registered, but not registered, thereunder; and neither the
Issuer or any Guarantor is nor, after giving effect to the
offering and sale of the Offered Securities and the
application of the proceeds thereof as described in the
Offering Documents, will be, an "investment company" as
defined in the Investment Company Act; and
(xii) assuming the accuracy of the representations
and warranties of the Initial Purchasers contained in Section
4 of this Agreement, it is not necessary in connection with
the offer and sale of the Offered Securities in the manner
contemplated by this Agreement to register the Offered
Securities under the Securities Act (it being understood that
no opinion shall be expressed as to any subsequent resale of
any Offered Securities), or to qualify the Indenture under the
Trust Indenture Act.
In addition, such counsel shall state in a separate letter
that they have participated in conferences with officers and other
representatives of the Issuer and representatives of the Initial
Purchasers and its counsel during which the contents of the Offering
Circular and related matters were discussed and reviewed and, although
such counsel is not passing upon and does not assume any responsibility
for the accuracy, completeness or fairness of the statements contained
in the Offering Circular, on the basis of the information that was
developed in the course of the performance of the services referred to
above, considered in the light of such counsel's understanding of the
applicable law, that nothing came to their attention that caused them
to believe that the Offering Circular or any supplement thereto made
prior to the Closing Date (other than the financial statements and
schedules and the other financial and statistical data included
therein, as to which such counsel need express no belief), as of the
date of the Offering Circular or any such supplement thereto and as of
the Closing Date, contained or contains any untrue statement of a
material fact or omitted or omits to state any material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
14
<PAGE> 14
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
State of New York, the General Corporation Law of the State of Delaware
or the Federal laws of the United States, to the extent they deem
proper and specified in such opinion, upon the opinion of other counsel
who are satisfactory to counsel for the Initial Purchasers (which
opinion will be attached thereto) and (B) as to matters of fact, to the
extent they deem proper, on certificates of responsible officers of the
Company and public officials. Such opinion may be limited to the
General Corporation Law of the State of Delaware and the laws of the
State of New York, and the Federal laws of the United States.
(h) The Initial Purchasers shall have received from Cravath,
Swaine & Moore, counsel for the Initial Purchasers, such opinion or
opinions, dated the Closing Date, with respect to the incorporation of
the Issuer, the validity of the Offered Securities, the Offering
Circular, the exemption from registration for the offer and sale of the
Offered Securities by the Issuer to the several Initial Purchasers and
the resales by the several Initial Purchasers as contemplated hereby
and other related matters as CSFBC may require, and the Issuer shall
have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(i) The Initial Purchasers shall have received an opinion,
dated the Closing Date, from Kim & Chang, special counsel for the
Issuer, substantially in the form of Exhibit C hereto and acceptable to
the Initial Purchasers.
(j) The Initial Purchasers shall have received a certificate,
dated the Closing Date, of the President or any Vice President and a
principal financial or accounting officer of each of the Issuer and
each Guarantor in which such officers, to the best of their knowledge
after reasonable investigation and in their capacity as such officers,
on behalf of the Issuer and the Guarantors, as appropriate, shall state
that the representations and warranties of the Issuer and the
Guarantors, as appropriate, in this Agreement are true and correct,
that the Issuer and the Guarantors, as appropriate, have complied with
all agreements and satisfied all conditions on their part to be
performed or satisfied hereunder at or prior to the Closing Date and
that, subsequent to the dates of the most recent financial statements
of the Issuer in the Offering Document, there has been no material
adverse change, nor any development or event involving a prospective
material adverse change, in the condition (financial or other),
business, properties or results of operations of FSC Semiconductor, the
Issuer and the Subsidiaries, taken as a whole, except as set forth in
or contemplated by the Offering Document or as described in such
certificate.
(k) The Initial Purchasers shall have received a letter, dated
the Closing Date, of KPMG Peat Marwick LLP which meets the requirements
of subsection (a) of this Section 6, except that the specified date
referred to in such subsection will be a date not more than five
business days prior to the Closing Date for the purposes of this
subsection (k).
(l) The Initial Purchasers shall have received a letter, dated
the Closing Date, of Samil Accounting Corporation which meets the
requirements of subsection (b) of this Section 6, except that the
specified date referred to in such subsection will be a date not more
than three business days prior to the Closing Date for the purposes of
this subsection (l).
(m) Each Guarantor shall have become a party to this Agreement
and the Registration Rights Agreement and shall be subject to all the
terms and provisions of each, and all representations and warranties
regarding each Guarantor contained herein shall be true and correct.
15
<PAGE> 15
(n) The Issuer will furnish the Initial Purchasers with such
conformed copies of such opinions, certificates, letters and documents
as the Initial Purchasers reasonably request. CSFBC may in its sole
discretion waive on behalf of the Initial Purchasers compliance with
any conditions to the obligations of the Initial Purchasers hereunder.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Issuer and the Guarantors
will jointly and severally indemnify and hold harmless each Initial Purchaser,
its partners, directors and officers and each person, if any, who controls such
Initial Purchaser within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
such Initial Purchaser may become subject, under the Securities Act or the
Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Offering Document, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, including any losses, claims, damages or liabilities arising out of
or based upon the Issuer's failure to perform its obligations under Section 5(a)
of this Agreement, and will reimburse each Initial Purchaser for any legal or
other expenses reasonably incurred by such Initial Purchaser in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; PROVIDED, HOWEVER, that the Issuer and the
Guarantors will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Issuer by any Initial Purchaser through CSFBC specifically for use
therein, it being understood and agreed that the only such information consists
of the information described as such in subsection (b) below; and PROVIDED
FURTHER, HOWEVER, that the foregoing indemnity with respect to the Preliminary
Offering Circular shall not inure to the benefit of the Initial Purchaser from
whom the person asserting any such losses, claims, damages, liabilities or
actions in respect thereof purchased Offered Securities to the extent that such
losses, claims, damages, liabilities or actions in respect thereof of such
Initial Purchaser result from a fact that such Initial Purchaser sold Offered
Securities to a person in an initial resale to whom there was not sent or given,
at or prior to the written confirmation of the sale of such Offered Securities,
a copy of the Offering Circular (as amended or supplemented), if the Company had
previously furnished a copy of such amendments or supplements to such Initial
Purchaser, and the losses, claims, damages, liabilities or actions in respect
thereof of such Initial Purchaser result from an untrue statement or omission of
a material fact contained in the Preliminary Offering Circular, which was
corrected in the Offering Circular.
(b) Each Initial Purchaser will severally and not jointly indemnify and
hold harmless each of the Issuer, each Guarantor, their directors and officers
and each person, if any, who controls each of the Issuer and each Guarantor
within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities to which each of the Issuer and each Guarantor
may become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Offering Document, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuer by such Initial
Purchaser through CSFBC specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Issuer or any Guarantor in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred, it being understood and
agreed that the only such
16
<PAGE> 16
information furnished by any Initial Purchaser consists of the following
information in the Offering Document: the paragraphs three, four (second
sentence only), five, seven (second and third sentences only), eight, nine and
ten (second, third, fourth, seventh and eighth sentences only) under the caption
"Plan of Distribution."
(c) Promptly after receipt by an indemnified party under this Section 7
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party (i) will not
relieve it from liability under subsection (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii)
will not, in any event, relieve the indemnifying party from any liability which
it may have to any indemnified party otherwise than under subsection (a) or (b)
above. In case any such action is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuer on the one hand and the Initial Purchasers on the other from the
offering of the Offered Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Issuer on the one hand and the Initial
Purchasers on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the Issuer
on the one hand and the Initial Purchasers on the other shall be deemed to be in
the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Issuer bear to the total discounts and
commissions received by the Initial Purchasers from the Issuer under this
Agreement. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuer or the Initial Purchasers and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Initial Purchaser shall be required to contribute any amount in excess of the
amount by which the total price at which the Offered Securities purchased by it
were resold exceeds the amount of any damages which such Initial Purchaser has
otherwise been required to pay by reason of such untrue or alleged untrue
17
<PAGE> 17
statement or omission or alleged omission. The Initial Purchasers' obligations
in this subsection (d) to contribute are several in proportion to their
respective purchase obligations and not joint.
(e) The obligations of each of the Issuer and each Guarantor under this
Section 7 shall be in addition to any liability which each of the Issuer and
each Guarantor may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Initial Purchaser within
the meaning of the Securities Act or the Exchange Act; and the obligations of
the Initial Purchasers under this Section 7 shall be in addition to any
liability which the respective Initial Purchasers may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
each of the Issuer and each Guarantor within the meaning of the Securities Act
or the Exchange Act.
8. DEFAULT OF INITIAL PURCHASERS. If any Initial Purchaser or
Purchasers default in their obligation to purchase Offered Securities hereunder
and the aggregate principal amount of the Offered Securities that such
defaulting Initial Purchaser or Purchasers agreed but failed to purchase does
not exceed 10% of the total principal amount of the Offered Securities, CSFBC
may make arrangements satisfactory to the Issuer for the purchase of such
Offered Securities by other persons, including any of the Initial Purchaser or
Purchasers, but if no such arrangements are made by the Closing Date, the
non-defaulting Initial Purchaser or Purchasers shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Offered
Securities that such defaulting Initial Purchaser or Purchasers agreed but
failed to purchase. If any Initial Purchaser or Purchasers so defaults and the
aggregate principal amount of the Offered Securities with respect to which such
default or defaults occur exceeds 10% of the total principal amount of the
Offered Securities and arrangements satisfactory to CSFBC and the Issuer for the
purchase of such Offered Securities by other persons are not made within 36
hours after such default, this Agreement will terminate without liability on the
part of any non-defaulting Initial Purchaser or Purchasers or the Issuer, except
as provided in Section 9. As used in this Agreement, the term "INITIAL
PURCHASER" includes any person substituted for an Initial Purchaser or
Purchasers under this Section 8. Nothing herein will relieve a defaulting
Initial Purchaser from liability for its default.
9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The respective
indemnities, agreements, representations, warranties and other statements of
each of the Issuer and each Guarantor or their officers and of the several
Initial Purchasers set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation, or statement as to
the results thereof, made by or on behalf of any Initial Purchaser, the Issuer,
any Guarantor or any of their respective representatives, officers or directors
or any controlling person, and will survive delivery of and payment for the
Offered Securities. If this Agreement is terminated pursuant to Section 8 or if
for any reason the purchase of the Offered Securities by the Initial Purchasers
is not consummated, each of the Issuer and each Guarantor shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section
5 and the respective obligations of the Issuer, the Guarantors and the Initial
Purchasers pursuant to Section 7 shall remain in effect. If the purchase of the
Offered Securities by the Initial Purchasers is not consummated for any reason
other than solely because of the termination of this Agreement pursuant to
Section 8 or the occurrence of any event specified in clause (i), (iii), (iv),
(v) or (vi) of Section 6(c), the Issuer and the Guarantors will reimburse the
Initial Purchasers for all out-of-pocket expenses (including reasonable fees and
disbursements of counsel) reasonably incurred by them as Initial Purchasers in
connection with the offering of the Offered Securities.
10. NOTICES. All communications hereunder will be in writing and, if
sent to the Initial Purchasers, will be mailed, delivered or telegraphed and
confirmed to the Initial Purchasers, c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking
Department - Transactions Advisory Group, or, if sent to the Issuer or the
Guarantors, will be mailed, delivered or telegraphed and confirmed to it at
Fairchild Semiconductor Corporation, 333 Western Avenue, Mail Stop 01-00, South
Portland, ME 04106, Attention: General Counsel; PROVIDED,
18
<PAGE> 18
HOWEVER, that any notice to an Initial Purchaser pursuant to Section 7 will be
mailed, delivered or telegraphed and confirmed to such Initial Purchaser.
11. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(b) hereof against the Issuer as if such holders
were parties hereto.
12. REPRESENTATION OF INITIAL PURCHASERS. You will act for the several
Initial Purchasers in connection with this purchase, and any action under this
Agreement taken by you jointly or by CSFBC will be binding upon all of the
Initial Purchasers.
13. REPRESENTATIONS AND AGREEMENTS OF THE GUARANTORS. All
representations and warranties regarding the Guarantors shall be deemed to have
been made as of, and all agreements of the Guarantors shall be effective
following, the date any Guarantor becomes a party hereto. Notwithstanding this
Section 13, this Agreement will be binding as between the Issuer and the Initial
Purchasers as of and following the date hereof.
14. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
The Issuer and the Guarantors hereby submit to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.
19
<PAGE> 19
If the foregoing is in accordance with the Initial Purchasers'
understanding of our agreement, kindly sign and return to the Issuer one of the
counterparts hereof, whereupon it will become a binding agreement among the
Issuer, the Guarantors and the several Initial Purchasers in accordance with its
terms.
Very truly yours,
FAIRCHILD SEMICONDUCTOR CORPORATION,
by:
--------------------------------------
Name:
Title:
FSC SEMICONDUCTOR CORPORATION,
as Guarantor,
by:
--------------------------------------
Name:
Title:
FAIRCHILD SEMICONDUCTOR CORPORATION
OF CALIFORNIA ,
as Guarantor,
by:
--------------------------------------
Name:
Title:
The foregoing Purchase Agreement
is hereby confirmed and accepted as
of the date first above written.
20
<PAGE> 20
CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
SALOMON SMITH BARNEY INC.
FLEET SECURITIES, INC.
Acting on behalf of themselves and as the Representatives of the several Initial
Purchasers.
CREDIT SUISSE FIRST BOSTON CORPORATION
by:
--------------------------------
Name:
Title:
21
<PAGE> 21
SCHEDULE A
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
INITIAL PURCHASER OFFERED SECURITIES
----------------- -------------------
<S> <C>
Credit Suisse First Boston Corporation..................................... $150,000,000
Morgan Stanley & Co. Incorporated.......................................... 63,000,000
Salomon Smith Barney Inc................................................... 63,000,000
Fleet Securities, Inc...................................................... 24,000,000
-------------
Total........................................... $300,000,000
=============
</TABLE>
22
<PAGE> 22
SCHEDULE B
<TABLE>
<CAPTION>
SUBSIDIARY PLACE OF INCORPORATION
----------- ------------------------
<S> <C>
FAIRCHILD SEMICONDUCTOR LIMITED United Kingdom
Fairchild Semiconductor GmbH Germany
Fairchild Semiconductor Asia Pacific Pte. Ltd. Singapore
Fairchild Semiconductor (Malaysia) Sdn. Bhd. Malaysia
Fairchild Semiconductor Hong Kong Limited Hong Kong
Fairchild Semiconductor Hong Kong (Holdings) Limited Hong Kong
Fairchild Semiconductor Japan K.K. Japan
Fairchild Semiconductor Srl Italy
Fairchild Semiconductors de Mexico S. de R.L. de C.V. Mexico
</TABLE>
23
<PAGE> 23
EXHIBIT A
Form of Comfort Letter of KPMG Peat Marwick LLP, pursuant to Section 6(a).
24
<PAGE> 24
EXHIBIT B
Form of Comfort Letter of Samil Accounting Corporation, pursuant to Section 6(b)
25
<PAGE> 25
EXHIBIT C
Form of Opinion of Kim & Chang, pursuant to Section 6(i)
1. Fairchild Korea Semiconductor Ltd. ("Fairchild Korea") is a
limited liability company (chusik hoesa) duly organized and
validly existing under the laws of the Republic of Korea; and
Fairchild Korea has the corporate power to own its property
and conduct its business in accordance with its Articles of
Incorporation and to purchase and acquire the power device
division of Samsung in accordance with the Business Transfer
Agreement.
2. The purchase and acquisition by Fairchild Korea of the power
device division of Samsung in accordance with the Business
Transfer Agreement will not violate or conflict with any
agreement or instrument to which Fairchild Korea is subject to
and is known to us, Fairchild Korea's Articles of
Incorporation, or any provision of any Korean statute, rule or
regulation with the effect of law.
3. The Business Transfer Agreement has been duly executed and
delivered by Samsung and constitutes the valid and legally
binding obligation of Samsung, enforceable against Samsung in
accordance with its terms (assuming finalization of the
Schedules attached thereto).
4. Notwithstanding that certain other licenses and permits may be
required for Fairchild Korea to conduct its business, no
separate business license is necessary under the Korean laws
in order for Fairchild Korea to engage in developing,
manufacturing and selling power device products.
26
<PAGE> 1
EXHIBIT 10.38
EXECUTION COPY
TRANSITIONAL SERVICES AGREEMENT
This Transitional Services Agreement ("Agreement") is made and entered
into this 13th day of April, 1999 (the "Closing Date") by and between Samsung
Electronics Co., Ltd., a corporation organized under the laws of the Republic of
Korea ("Samsung"), and Fairchild Korea Semiconductor Ltd., a corporation
organized under the laws of the Republic of Korea ("Fairchild"). Either Samsung
or Fairchild may be referred to herein as a "Party" or together as the
"Parties," as the case may require.
RECITALS
WHEREAS, Samsung and Fairchild Semiconductor Corporation have entered
into a certain business transfer agreement dated as of December 20, 1998
("Business Transfer Agreement") and Fairchild Semiconductor Corporation has
assigned its rights thereunder to Fairchild, pursuant to which Fairchild will
acquire all of the Conveyed Assets and assume all of the Assumed Liabilities
(each as defined in the Business Transfer Agreement) upon the terms and
conditions set forth in the Business Transfer Agreement; and
WHEREAS, in order to support the continued and uninterrupted operation
of the Business from the Closing Date, the Parties hereto wish to enter into an
agreement as contemplated and required by the Business Transfer Agreement
whereby Samsung will continue to provide to Fairchild certain of the services
that have been provided by Samsung to the Business (as defined in the Business
Transfer Agreement) prior to the Closing Date, in accordance with the terms and
conditions of this agreement; and
WHEREAS, the execution and delivery of this Agreement is required by
the Business Transfer Agreement and is a condition to the closing of the
transactions contemplated thereunder.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and undertakings contained herein, the Parties hereto, intending to be
legally bound hereby, do agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Unless otherwise defined herein, capitalized
terms used herein shall have the meaning ascribed to such terms in the Business
Transfer Agreement.
<PAGE> 2
For the avoidance of doubt, "Samsung" shall refer only to Samsung Electronics
Co., Ltd., and shall not refer to any subsidiary or other Affiliate of Samsung
Electronics Co., Ltd.
ARTICLE II
TERM
Section 2.1 Term. The term of this Agreement (the "Transition Period")
shall, with respect to any service provided herein, commence on the Closing Date
and expire on the date that is the three (3) year anniversary of the Closing
Date (the "Expiration Date"), unless terminated on an earlier date pursuant to
Article VII of this Agreement. Fairchild may extend the Transition Period for an
additional six-month period by providing written notice to Samsung of such
extension no later than ninety (90) days prior to the Expiration Date; provided,
however, that in the event of such extension, the Parties shall negotiate the
terms and conditions of the Service or Services to be provided during such
extended term.
ARTICLE III
THE SERVICES
Section 3.1 Services to be provided by Samsung. (a) During the
Transition Period, Samsung shall provide to Fairchild the following services
provided by Samsung and necessary to operate the Business in calendar year 1998
(collectively, the "Services" and, individually, a "Service"), at the costs
specified in Schedule 4.1:
(i) Logistics services and related support as set forth
in Schedule 3.1 (i);
(Service fee: 3,500 million Won)
(ii) Purchasing services and related support as set forth
in Schedule 3.1 (ii);
(Service fee: 150 million Won)
(iii) Sales resources and related support as set forth in
Schedule 3.1 (iii);
(Service fee: 100 million Won)
(iv) Personnel administration services and related support
as set forth in Schedule 3.1 (iv);
(Service fee: 150 million Won)
(v) Financial management services and treasury services
and related support as set forth in Schedule 3.1 (v);
2
<PAGE> 3
(Service fee: 300 million Won)
(vi) Employee training services and related support as set
forth in Schedule 3.1 (vi);
(Service fee: 100 million Won)
(vii) Payroll services and related support as set forth in
Schedule 3.1 (vii);
(Service fee: N/A)
(viii) Travel services and related support as set forth in
Schedule 3.1 (viii);
(Service fee: N/A)
(ix) Intellectual property maintenance services and
related support as set forth in Schedule 3.1 (ix);
(Service fee: 30 million Won)
(x) Export/import services and related support as set
forth in Schedule 3.1 (x);
(Service fee: 150 million Won)
(xi) Risk management services and related support as set
forth in Schedule 3.1 (xi);
(Service fee: 710 million Won)
(xii) Insurance administration services and related support
as set forth in Schedule 3.1(xii);
(Service fee: 5 million Won)
(xiii) Immigration services and related support as set forth
in Schedule 3.1 (xiii)
(Service fee: 5 million Won)
(xiv) Research and development, quality assurance and test
services as set forth in Schedule 3.1 (xiv); and
(Service fee: 1,200 million Won)
3
<PAGE> 4
(xv) Information technology services as set forth in
Schedule 3.1 (xv).
(Service fee: N/A)
(b) The Schedules setting forth the Services to be provided for
hereunder identify a principal department and position of a person within that
department (the "Contact") for each category of Service. Samsung will ensure
that each Contact remains available to consult with Fairchild on the respective
Service and has the requisite authority to resolve day-to-day issues with
Samsung that may arise during the Transition Period, including, without
limitation, issues relating to the extent or quality of a Service. If a Contact
changes prior to the Expiration Date, Samsung will provide Fairchild notice of
such change. Samsung will provide to each Contact a copy of this Agreement and
notice of the scope of its respective Service.
(c) Any change in the provision of Services hereunder that
would require a material change in the method of operation of the Business shall
be subject to the prior review of Fairchild and to Fairchild's consent, which
shall not be unreasonably withheld.
(d) The parties hereto agree to observe and perform their
respective obligations set forth in Schedule 3.1 (d) hereto.
Section 3.2 Terms of Service.
(a) The attached Schedules of Services and costs are subject to
change only upon the Parties' mutual written consent. To the extent a Schedule
is incomplete as of the date hereof in describing a Service, the Parties shall
use good faith efforts to complete such Schedule as promptly as practicable. Any
element of a Service reflected on any such amended Schedule shall be deemed a
part of the "Service" as if set forth on such Schedule as of the date hereof.
(b) Costs and expenses of separation of Fairchild from Samsung
Service(s) provided hereunder at the end of the Transition Period (or, with
respect to Services or elements of Services terminated pursuant to Section
7.1(b)) will be paid and borne (i) by Samsung, to the extent Samsung personnel
is required, (ii) equally by Samsung and Fairchild to the extent that any
third-party assistance is required and (iii) by Fairchild, to the extent
Fairchild or Fairchild Semiconductor Corporation personnel is required; provided
that, under any of clauses (i), (ii) or (iii), neither Party will be relieved of
any obligation it otherwise has under this Agreement or any other agreement
entered into in connection with the closing of the Business Transfer Agreement.
Samsung agrees to cooperate as reasonably requested by Fairchild in order to
effectuate such separation.
Section 3.3 Additional Services. (a) In addition to the
specific services described above, the Parties hereto acknowledge that there may
be additional services (other than information technology and hardware services,
security services and related services) which have not been identified herein
but which have historically been provided by Samsung and which are necessary to
operate the Business prior to the Closing Date and which shall continue to be
required or desired by Fairchild until the termination of this Agreement, or
such
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<PAGE> 5
later date as the Parties may agree. If, within one year of the Closing Date,
any such additional services are identified and requested by Fairchild, Samsung
shall provide such other services at no extra cost to Fairchild in a manner
consistent with the other Services.
(b) If within one year of the Closing Date, Fairchild shall
identify and reasonably request Samsung to provide any additional service which
has not historically been provided by Samsung to the Bucheon Facility in
connection with the Business (a "New Service"), Samsung shall provide such New
Service if Samsung consents to the provision of such New Services, which consent
shall not be unreasonably withheld, at a cost per service to be negotiated in
good faith by Samsung and Fairchild.
(c) If within one year of the Closing Date, Fairchild shall
identify any services that were provided to the Business in calendar year 1998,
and are not being provided to the Business hereunder or under third-party
agreements (that have not been modified or terminated by Fairchild), Samsung
shall use its Best Efforts to provide assistance to Fairchild to secure the
benefits of such services on terms substantially similar to those enjoyed by the
Business prior to the Closing Date.
Section 3.4 Restrictions. The Parties covenant and agree that
Fairchild shall, as promptly as practicable after the Closing Date, at its sole
cost and expense, lease one or more servers necessary to operate the Business
from an independent third party with the reasonable assistance of Samsung.
ARTICLE IV
PAYMENT AND INVOICE
Section 4.1 Service Fees.
(a) The fees payable by Fairchild to Samsung per year for the
Services shall be as set forth in Section 3.1 (the "Service Fees"). Costs of New
Services shall be payable by Fairchild in addition to the Service Fees.
Notwithstanding anything to the contrary contained herein, Fairchild shall not
be charged under this Agreement for any Service that is specifically required to
be performed under any other agreement between Samsung and Fairchild and any
such other Service shall be performed and charged for in accordance with the
terms of such other agreement.
(b) In the event that a Service or New Service commences,
expires or terminates on any day other than the first day of a calendar month,
the fee for such Service or New Service shall be calculated on a pro rata basis
based on the actual number of days during which the Service was provided and a
month of 30 days.
(c) Notwithstanding anything to the contrary, the Service Fees
and any fees payable for any New Service shall be subject to an upward
adjustment on the first and second anniversary of the Closing Date by an amount
that reflects the percentage change in the U.S.
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<PAGE> 6
Consumer Price Index published since the Closing Date and the first anniversary
of the Closing Date, respectively.
Section 4.2 Payment.
(a) Subject to Section 4.1(a), Samsung shall invoice the
Service Fees in twelve equal monthly installments in arrears within fifteen (15)
calendar days of the end of the month in question. Fairchild shall pay the
amount invoiced by Samsung and any sales, use value added, excise or similar
taxes applicable to the provision of services covered by this Agreement
hereunder in full within thirty (30) calendar days of the date of receipt of
Samsung's tax invoice. Fairchild shall supply Samsung with an appropriate tax
exemption certificate. Unless otherwise agreed, all payments to be made under
this Agreement shall be invoiced and paid in U.S. Dollars.
(b) The Parties acknowledge and agree that with respect to any
services to be provided from any party other than Samsung, Fairchild shall
contract directly with, and remit payment directly to, such party. Samsung shall
promptly reimburse Fairchild for any costs incurred by Fairchild during the term
of this Agreement for services provided by third parties (other than Samsung
Data Systems) that would not, consistent with Past Practices, be reflected in
the audited statements of income and operating expenses of the Business.
Section 4.3 Interest on Late Payment. If Fairchild fails to
make any payment due hereunder by the date it is due, Fairchild shall pay to
Samsung, in addition to the amount of such payment due, a late charge of
one-twentieth of one percent (1/20%) of the outstanding amount per day from the
due date of the payment until finally paid.
ARTICLE V
WARRANTIES
Section 5.1 Express Warranty. Samsung warrants that the
Services provided under this Agreement shall be of substantially the same type
and quality (including without limitation, staffing (including qualification,
professionalism, training, experience level and hours of employment), manner and
dedication of equipment, incurrence of overtime and out-of-pocket expenses and
additional fees) as have been provided in connection with the Business during
calendar year 1998.
Section 5.2 Disclaimer. OTHER THAN THE WARRANTY CONTAINED IN
SECTION 5.1 OF THIS AGREEMENT, SAMSUNG MAKES NO REPRESENTATIONS OR WARRANTIES,
EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT
LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO SUITABILITY OR ADEQUATENESS FOR
THE OPERATION OF THE BUSINESS BY FAIRCHILD.
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ARTICLE VI
INDEMNITY- LIMITATION OF LIABILITY
Section 6.1 Indemnity .
(a) Each Party (the "Indemnifying Party") shall indemnify the
other Party (the "Indemnified Party") and hold it harmless from and against
any loss, demand, liability, claim, cost or expense of whatever kind
(collectively, "Damages") arising from and incurred by the Indemnified Party,
its Affiliates, or any of their respective directors, officers, employees or
representatives due to any willful misconduct, negligence or material breach of
this Agreement by the Indemnifying Party.
Section 6.2 No Consequential Damages. In no event shall either
Party be liable for any indirect, special, incidental, or consequential damages
resulting from the other Party's performance or failure to perform under this
Agreement, or the furnishing, performance, or use of any goods or services sold
pursuant hereto, whether due to breach of contract, breach of warranty,
negligence or otherwise, regardless of whether the nonperforming Party was
advised of the possibility of such damages or not.
ARTICLE VII
TERMINATION
Section 7.1 Termination.
(a) This Agreement shall terminate on the Expiration Date
unless earlier terminated as follows:
(i) by mutual written agreement of the Parties;
(ii) by either Party if (A) the other Party is
the subject of a bankruptcy, corporate
reorganization or composition petition filed
in a court of competent jurisdiction,
whether voluntary or involuntary, which
petition in the event of an involuntary
petition is not dismissed within thirty (30)
days; (B) if a receiver or trustee is
appointed for all or a substantial portion
of the assets of the other Party; or (C) if
the other Party makes an assignment for the
benefit of its creditors; or
(iii) at the written election of the non-breaching
Party in the event of a material breach or
default by a Party of its obligations
hereunder, which default shall not have been
cured within thirty (30) calendar days after
written notice is provided by the
non-breaching Party to the breaching Party.
For purposes of this section, material
breach shall mean a breach that would
reasonably be expected to result in a
serious adverse effect on the non-breaching
Party's business operations related to the
Services.
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<PAGE> 8
(b) Fairchild may terminate this Agreement with respect to any
Service(s) or any element(s) of a Service provided pursuant to this Agreement on
ninety (90) days prior written notice to Samsung, unless otherwise specified in
the Schedules. Upon such termination, Fairchild shall no longer be obligated to
pay Samsung the Service Fees attributable to a cancelled Service following the
effective termination date of such Service(s) provided that Fairchild fully pays
any and all Service Fees, charges or other similar payment due and accrued in
connection with Service(s) provided up to and including the effective
termination date. If an element of a Service is terminated pursuant to this
Section 7.1(b), the Parties shall negotiate in good faith to determine a
reduction in the Service Fees reflecting such terminated element.
(c) No termination of this Agreement (including any early
termination of a Service or an element of a Service pursuant to paragraph (b)
above) shall discharge, affect or otherwise modify in any manner the rights and
obligations of the Parties hereto which have accrued or have been incurred prior
to such termination, including, without limitation, the obligation of Fairchild
to pay Samsung any and all amounts payable hereunder for, or related to, the
Services provided prior to such termination. The provisions of Article 6 and
Sections 7.1(c), 8.1, 8.2, 10.1, 10.2, 10.7, 10.9, 10.11 and 10.16 shall
survive the termination of this Agreement for any reason.
ARTICLE VIII
CONFIDENTIALITY
Section 8.1 Confidentiality. Samsung and Fairchild agree that
any Confidential Information (as defined in the Confidentiality Agreement
executed between Samsung Electronics Co., Ltd. and Fairchild Semiconductor
Corporation on September 18, 1998) each Party discloses, generates or otherwise
acquires under this Agreement, as the case may be, shall be treated in
accordance with the terms and conditions of the Confidentiality Agreement.
Samsung and Fairchild further agree that, in the event the Confidentiality
Agreement expires prior to termination or expiration of this Agreement or any
Service hereunder, the terms and conditions of the Confidentiality Agreement
shall continue to apply with respect to any Confidential Information disclosed,
generated or otherwise acquired under this Agreement.
Section 8.2 Ownership and Maintenance of Data. All records,
data files (and the data contained therein), input materials, reports and other
materials received, computed, developed, processed or stored for Fairchild by
Samsung (collectively the "Data") pursuant to this Agreement after the Closing
Date will be the exclusive property of Fairchild, and Samsung shall not possess
any interest, title, lien or right in connection therewith, provided, however,
that Samsung shall have the right to keep a copy of any data file that contains
information related to the Business and information related to other businesses
of Samsung or information related to both the Business and other businesses of
Samsung. Samsung shall safeguard the Data to the same extent it protects its own
similar materials, but in no case in an unreasonable manner. Data shall not be
utilized by Samsung for any purpose other than in support of Samsung's
obligations hereunder. Neither the Data nor any part thereof shall be disclosed,
sold, assigned, leased or otherwise disposed of to third parties by Samsung or
commercially exploited by or on behalf of Samsung, its employees or agents. If a
Party either
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<PAGE> 9
determines that it is required to disclose any information pursuant to
applicable law or receives any demand under lawful process to disclose or
provide information of the other Party that is subject to the confidentiality
provisions hereof, such Party shall notify the other Party prior to disclosing
and providing such information and shall cooperate at the expense of the
requesting Party in seeking any reasonable protective arrangements requested by
such other Party. Subject to the foregoing, the Party that receives such request
may thereafter disclose or provide information to the extent required by such
law or by lawful process. Upon termination of any Service provided hereunder,
Samsung shall provide Fairchild reasonable access to retained Data for a period
not to exceed three (3) months following said termination whereupon, upon
Fairchild's request, such Data will be transferred to Fairchild at Fairchild's
cost, except in the event of termination by Fairchild under Section 7.1(a) by
reason of Samsung's material breach, in which case, such transfer will be made
at Samsung's cost.
ARTICLE IX
FORCE MAJEURE
Section 9.1 Force Majeure.
(a) A Party is not liable for a failure to perform any of its
obligations under this Agreement insofar as it proves that the failure was due
to force majeure.
(b) Force Majeure within paragraph (a) above may result from
events including, but not limited to, (i) war, whether declared or not, riots,
acts of sabotage, explosions, fires, destruction of equipment/machines, or
inability to obtain raw materials, (ii) natural disasters, such as violent
storms, earthquakes, floods and destruction by lightning, (iii) the intervention
of any Governmental Authority, (iv) boycotts, strikes and lock-outs of all kinds
and work-stoppages and (v) any other cause, whether similar or dissimilar to the
foregoing, beyond the control of the Party claiming the benefit.
(c) A Party seeking relief hereunder shall as soon as
practicable after the force majeure and its effects upon its ability to perform
became known to it give notice to the other Party of such force majeure.
ARTICLE X
MISCELLANEOUS
Section 10.1 Notices. All notices hereunder shall be
sufficiently given for all purposes hereunder if in writing and delivered
personally, sent by documented overnight delivery service or, to the extent
receipt is confirmed, telecopy or other electronic transmission service to the
appropriate addresses or numbers as set forth below.
Notices to Samsung shall be addressed to:
Samsung Electronics Co., Ltd.
Samsung Main Building
250, 2-Ka, Taepyung-Ro, Chung-Ku
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Seoul, Korea
Attention: Director, Legal Department
Telecopy No.: 822-727-7179
with a copy to:
Bae, Kim & Lee
Hankook Tire Bldg. 647-15
Yoksam-dong, Kangnam-gu
Seoul 135-723, Korea
Attention: Kap-You Kim
Telecopy No.: 822-3404-0001
or at such other address and to the attention of such other Person as Samsung
may designate by written notice to Fairchild.
Notices to Fairchild shall be addressed to:
Fairchild Korea Semiconductor Ltd.
82-3, Todang-Dong
Wonmi District
Puchon City, Kyonggi Province
Korea
Attention: President
Telecopy No.: (82 32) 683-1199
with copies to:
Fairchild Semiconductor Corporation
333 Western Avenue, M.S. 01-00
South Portland, Maine 04106
Attention: Daniel E. Boxer
Telecopy No.: (01)(207)761-6020
and to:
Kim & Chang
223 Naeja-Dong, Chongro-Ku
Seoul 110-053, Korea
Attention: Y.J. Ro
Telecopy No.: (82 2)-737-9091
or at such other address and to the attention of such other Person as Fairchild
may designate by written notice to Samsung.
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<PAGE> 11
Section 10.2 Governing Law; Consent to Jurisdiction. (a) This
Agreement shall be governed by and construed in accordance with the laws of the
Republic of Korea without reference to the choice of law principles thereof.
Fairchild and Samsung consent to and hereby submit to the non-exclusive
jurisdiction of the Seoul District Court located in the Republic of Korea in
connection with any action, suit or proceeding arising out of or relating to
this Agreement, and each of the Parties irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an
inconvenient forum.
(b) Notwithstanding the foregoing, if the Parties hereto cannot agree
as to the amount of the adjustment of the Service Fee(s) as provided in Section
7.1(b), the Parties shall resolve their differences in the following manner:
(i) Either Party may refer the adjustment of the Service Fee to
arbitration by Arthur Andersen or such other accounting firm mutually acceptable
to the Parties ("Arbitrator"), by giving written notice to the Arbitrator and
the other Party.
(ii) Samsung and Fairchild shall each submit a report to the
Arbitrator indicating the proposed amount of the Service Fee adjustment within
two weeks after the date of the notice set forth in clause (i) above. If either
Samsung or Fairchild fails to submit such a report within such period of time,
the other Party's report will be automatically adopted by the Arbitrator.
(iii) The Arbitrator shall select the report which is closer to
the Arbitrator's calculation of the adjustment within one month after the
submission of the reports. The Arbitrator shall not make any modifications to
the reports submitted by the Parties, but shall select one of the reports as is.
(iv) The Parties shall be bound by the report which is
selected by the Arbitrator as the final decision as to the adjustment.
(v) For the avoidance of doubt, the Parties agree that all of
the Services (other than the terminated Service(s)) provided pursuant to this
Agreement shall continue to be provided during any arbitration hereunder, and
that Fairchild shall continue to be obligated to pay the Service Fee(s),
provided, however, that with respect to any Services Fees then in dispute,
Fairchild shall be required to pay the lesser of the two amounts proposed by the
Parties.
Section 10.3 Effectiveness. The Parties' obligations under this
Agreement are conditioned upon the Closing, the occurrence of which is subject
to various conditions set forth in the Business Transfer Agreement. This
Agreement shall become operative if and when the Closing occurs and shall be
null and void if this Closing does not occur for any reason.
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Section 10.4 Headings: Definitions. The section and article
headings contained in this Agreement are inserted for convenience of reference
only and will not affect the meaning or interpretation of this Agreement. All
references to Sections or Articles contained herein mean Sections or Articles of
this Agreement unless otherwise stated.
Section 10.5 Amendment. This Agreement may not be amended,
modified, superseded, canceled, renewed or extended except by a written
instrument signed by the Party to be charged therewith.
Section 10.6 Waiver; Effect of Waiver. No provision of this
Agreement may be waived except by a written instrument signed by the Party
waiving compliance. No waiver by any Party of any of the requirements hereof or
of any of such Party's rights hereunder shall release the other Party from full
performance of its remaining obligations stated herein. No failure to exercise
or delay in exercising on the part of any Party any right, power or privilege of
such Party shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege by such Party.
Section 10.7 Severability. If any provision of this Agreement
or the application thereof to any person or circumstance shall be deemed
invalid, illegal or unenforceable to any extent or for any reason, such
provision shall be severed from this Agreement and the remainder of this
Agreement and the application thereof shall not be affected and shall be
enforceable to the fullest extent permitted by law. A provision which is valid,
legal and enforceable shall be substituted for the severed provision.
Section 10.8 No Third-Party Beneficiaries. Nothing in this
Agreement, express or implied, is intended to or shall confer on any Person
other than the Parties and their respective successors or assigns any rights
(including third-party beneficiary rights), remedies, obligations or
liabilities under or by reason of this Agreement. This Agreement shall not
provide third parties with any remedy, claim, liability, reimbursement, cause of
action or other right in excess of those existing without reference to the terms
of this Agreement.
Section 10.9 Interpretation; Absence of Presumption
(a) For the purposes hereof, (i) words in the singular shall be
held to include the plural and vice versa and words of one gender shall be held
to include the other gender as the context requires, (ii) the terms "hereof,"
"herein," and "herewith" and words of similar import shall, unless otherwise
stated, be construed to refer to this Agreement as a whole (including all of the
Schedules hereto) and not to any particular provision of this Agreement, and
Article, Section, paragraph and Schedule references are to the Articles,
Sections, paragraphs and Schedules to this Agreement unless otherwise specified,
(iii) the word "including" and words of similar import when used in this
Agreement means "including, without limitation," unless the context otherwise
requires or unless otherwise specified, (iv) the word "or" shall not be
exclusive, (v) provisions shall apply, when appropriate, to successive events
and transactions, and (vi) all references to any period of days shall be deemed
to be to the relevant number of calendar days.
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(b) This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the Party
drafting or causing any instrument to be drafted.
Section 10.10 Counterparts. This Agreement may be executed in
two or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more counterparts have been
signed by each of the Parties and delivered to the other Party.
Section 10.11 Entire Agreement. This Agreement (including
agreements incorporated herein), the Business Transfer Agreement, the
Confidentiality Agreement and the Schedules and Exhibits hereto contain the
entire agreement between the Parties with respect to the subject matter hereof
and there are no agreements, understandings, representations or warranties
between the Parties other than those set forth or referred to herein.
Section 10.12 Relationship of the Parties. Samsung shall
perform all Services hereunder as an independent contractor. This Agreement does
not create a fiduciary or agency relationship between Samsung and Fairchild,
each of which shall be and at all times remain independent companies for all
purposes hereunder. Nothing in this Agreement is intended to make either Party a
general or special agent, joint venturer, partner or employee of the other for
any purpose.
Section 10.13 Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties and their respective successors and
assigns; provided, however, that no Party will assign its rights or delegate its
obligations under this Agreement without the express prior written consent of
the other Party, except that (i) Fairchild may assign its rights hereunder as
collateral security to any bona fide financial institution engaged in
acquisition financing in the ordinary course providing financing to consummate
the transactions contemplated hereby or any bona fide financial institution
engaged in acquisition financing in the ordinary course through which such
financing is refunded, replaced or refinanced and any of the foregoing financial
institutions may assign such rights in connection with a sale of Fairchild in
the form then being conducted by Fairchild substantially as an entirety and (ii)
Samsung and Fairchild each may assign its rights and obligations under this
Agreement to any Entity that succeeds to substantially all of its assets and
liabilities.
Section 10.14 Fulfillment of Obligations. Any obligation of
any Party to any other Party under this Agreement, which obligation is
performed, satisfied or fulfilled by an Affiliate of such Party, shall be deemed
to have been performed, satisfied or fulfilled by such Party.
Section 10.15 Publicity. Neither Party shall, without the
approval of the other Party, make any press release or other public announcement
concerning the terms of the transactions contemplated by this Agreement, except
as and to the extent that any such Party shall be so obligated by law or
pursuant to a lawful request of a government agency.
Section 10.16 Specific Performance. The Parties acknowledge
that, in view of the uniqueness of the subject matter hereof, the Parties would
not have an adequate remedy
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at law for money damages in the event that this Agreement were not performed in
accordance with its terms, and therefore agree that the Parties shall be
entitled to specific enforcement of the terms hereof in addition to any other
remedy to which the Parties may be entitled at law or in equity.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed on their behalf as of the date first written above.
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Kim Suk
---------------------------
Name:
---------------------------
Title:
---------------------------
FAIRCHILD KOREA SEMICONDUCTOR
LTD.
By: /s/ Joseph R. Martin
---------------------------
Name: Joseph R. Martin
---------------------------
Title: Executive Vice President
---------------------------
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Schedule 3.1 (i)
Logistics Services and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Onyang Logistics department shall support FKSL in sample [KOREAN]
49 delivery, consistent with past practices, upon request from
168 FKSL; provided that the sample is to be stored at Onyang main
175 warehouse, and is for the purpose of promotion or inspection.
Shipping costs and expenses for samples shall be charged to
FKSL.(e.g.: DHL)
- ------------------------------------------------------------------------------------------------------------------------------------
169 Samsung shall provide FKSL with support for the operations relating to [KOREAN]
QA out-going inspection.
- ------------------------------------------------------------------------------------------------------------------------------------
170 Samsung shall issue an outgoing inspection report for a certain [KOREAN]
customers specified by FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
171 Onyang Logistics department shall control special-shipping-products [KOREAN]
upon request from FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
172 Samsung shall support FKSL in the RMA related operations and process. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
176 Onyang Logistics department shall control FKSL's products whose [KOREAN]
shipping is banned by FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
206 FKSL's expenses relating to the use of Onyang Logistics Center is [KOREAN]
covered by TSA service fees.
- ------------------------------------------------------------------------------------------------------------------------------------
207 Samsung shall maintain the collective insurance and road [KOREAN]
transportation insurance agreements with its transportation companies.
- ------------------------------------------------------------------------------------------------------------------------------------
208 Samsung shall continue to insure Onyang warehouse against fire. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
209 Samsung shall maintain its transportation dispatch process. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
210 Samsung shall provide repacking services upon request from FKSL. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
212 Samsung shall prepare the shipping forms for FKSL. Cost and expenses [KOREAN]
shall be charged to FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide FKSL with shipping data and relevant [KOREAN]
214 reports with regard to the incoming and outgoing status of FKSL's
products.
- ------------------------------------------------------------------------------------------------------------------------------------
215 Criteria of other Miscellaneous works relating to logistics shall be [KOREAN]
discussed between the parties.
- ------------------------------------------------------------------------------------------------------------------------------------
233 Onyang, SSI, SSEG, SSEL and SAPL shall provide FKSL with warehousing [KOREAN]
services.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall compensate FKSL for loss or theft, provided that [KOREAN]
242 such loss or theft occur in Samsung's overseas warehouses or
Onyang warehouse. Amount of compensation shall be consistent with the
rate of insurance.
- ------------------------------------------------------------------------------------------------------------------------------------
Onyang Logistics department shall maintain the existing service [KOREAN]
252 contracts with transportation companies until FKSL is able to be
independent from Onyang Logistics department.
- ------------------------------------------------------------------------------------------------------------------------------------
In case of domestic deliveries, Onyang Logistics department shall [KOREAN]
prepare the shipping order, security check slip, invoice and delivery
253 confirmation sheet upon each delivery, and submit the delivery
confirmation sheet signed by customer to FKSL. Samsung shall be
responsible for damages in the event of negligence relating the above
items.
- ------------------------------------------------------------------------------------------------------------------------------------
254 Onyang Logistics department shall provide FKSL with the stock status [KOREAN]
and shipping reports, upon request from FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall settle the issues relating to the customs clearance [KOREAN]
regulation (two entities may not exist in one bonded area) in order
299 to enable FKSL to use its bonded sector, specially authorized by
customs office, at Onyang Logistics center. FKSL's bonded warehouse
shall be effective as of the day after the Closing date.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allocate 50% of the total rack capacity of Onyang [KOREAN TRANSLATION]
warehouse to FKSL, and in case the maximum capacity of the 50% is
[Korean] reached, Samsung shall notify FKSL of it. After such a
notice, Samsung shall be obligated to process additional 5% (of the
total rack capacity) stock only.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall present the Logistics related costs per each box [KOREAN]
[Korean] processed to FKSL monthly. FKSL shall notify Samsung at least
3 months prior to the date of termination of service.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall accept up to l0% difference in standard progress rate in [KOREAN]
[Korean] connection with shipping of products. Samsung shall assign up to 3
processing lines for FKSL products 3 days from the end of each month.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL products shall be separately stored at Onyang warehouse. Samsung [KOREAN]
[Korean] shall have FKSL logo printed on the FKSL product containers that will
300 be stored from the day after the Closing date. Onyang Logistics
department shall continue to order secondary materials for FKSL, who
shall issue the specifications and be charged for the costs.
- ------------------------------------------------------------------------------------------------------------------------------------
Delivery contracts and system from FKSL to each business destination [KOREAN]
[Korean] shall be maintained by Samsung consistent with past practice, and the
costs and expenses shall be paid by FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall handle the customs clearance for FKSL, and charge FKSL [KOREAN]
[Korean] for the actual costs and expenses monthly. Onyang Logistics department
205 shall, unless there are quality or customs problem, make efforts to
211 maintain TAT of 2 days from the date of shipping request.
213 In case of rush delivery requested by FKSL, provided that Samsung
agrees to accept such requests, Samsung shall run the shipping process
on weekends or holidays.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL shall be responsible for air freight. [KOREAN]
[Korean] FKSL shall be responsible for RMA relating to its own
products From the day after the Closing date.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 20
Schedule 3.1(ii)
Purchasing Services and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall support FKSL in work procedures relating to Photo-Mask [KOREAN]
16 outsourcing contracts and price negotiations until FKSL makes
contracts with outsourcing companies independently.
- ------------------------------------------------------------------------------------------------------------------------------------
67 FKSL shall make contracts for raw materials supply with all equipment [KOREAN]
makers and agencies.
- ------------------------------------------------------------------------------------------------------------------------------------
For 'joint-purchase' items, Samsung shall, upon request from FKSL, [KOREAN]
80 support FKSL in the price contracts with suppliers and share relevant
information with FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
203 Samsung shall continue to purchase the non-buried layer sub- [KOREAN]
305 wafers for EPI on behalf of FKSL
- ------------------------------------------------------------------------------------------------------------------------------------
In support of outsourcing, SDS shall support FKSL in GLONETS, and [KOREAN]
277 provide assistance in connection with L/C applications until the end
of June, 1999, with its expenses paid by FKSL. (Refer to the Import
Services Agreement)
- ------------------------------------------------------------------------------------------------------------------------------------
Upon request from FKSL during the 3 years of Transitional Services, [KOREAN]
Samsung shall provide information on the unit costs and the terms and
301 conditions under the materials supply contracts. In addition, in case
FKSL is unable to purchase a small quantity of materials, Samsung
shall assist FKSL so that FKSL may be able to purchase such materials
upon terms consistent with Samsung's past practices.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE> 21
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall provide FKSL with services relating to L/C applications, [KOREAN]
insurance applications and transportation, until FKSL establishes its
303 own system, which is expected to be the end of June, 1999, pursuant to
the Import Services Agreement.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 22
Schedule 3.1(iii)
Sales Resources and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall support FKSL's business transactions with each SEC [KOREAN]
225 business divisions in the way FKSL may continue to supply its
products, without qualification process, by changing the name of
vendor on the supplier approval sheet to FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL sales personnel shall be allowed to visit domestic Samsung [KOREAN]
251 offices or overseas branches and offices for business purposes;
provided that they should obtain a long-term entrance permit from
Samsung in advance.
- ------------------------------------------------------------------------------------------------------------------------------------
259 Samsung shall produce data books for FKSL at FKSL's costs and expenses [KOREAN]
32 until FKSL makes its own, and distribute them to each distributor
33 until FKSL sets up an independent shipping system.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall produce News Letters for FKSL at FKSL's costs and [KOREAN]
expenses, until FKSL makes its own, and distribute them to each
260 distributor until FKSL sets up an independent shipping system; FKSL is
responsible for the content of News Letters after the Closing date.
FKSL will pay the cost incurred in actual product.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall produce promotion materials for FKSL at FKSL's costs and [KOREAN]
261 expenses, until FKSL makes its own, and distribute them to each
distributor until FKSL sets up all independent shipping system.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE> 23
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall place advertisements for FKSL in magazines and [KOREAN]
262 newspaper, at FKSL's costs and expenses, until FKSL can do such
activities independently.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall assist FKSL with support in making arrangements for [KOREAN]
263 exhibitions and relevant promotion tools, at FKSL's costs and
expenses, until FKSL can do such activities independently.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall assist FKSL with purchasing of gifts for customers, at [KOREAN]
264 FKSL's costs and expenses, until FKSL can produce its own
independently.
- ------------------------------------------------------------------------------------------------------------------------------------
265 Samsung shall allow FKSL to use Samsung's Internet Home Page until [KOREAN]
FKSL can set up its own Home Page
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use Samsung's rental office at Kumi and [KOREAN]
Add maintain adequate office space, provided that FKSL shall pay the
expenses.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 24
Schedule 3.1(iv)
Personnel Administration Services and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall not issue a permanent entrance permission to any FKSL [KOREAN]
personnel; instead, Samsung shall provide long-term entrance
59 permission cards to FKSL personnel who are authorized by Samsung to
have reason to stay at Samsung's business sites for an extended period
of time
- ------------------------------------------------------------------------------------------------------------------------------------
While Samsung shall support FKSL in IT relating to the ID card related [KOREAN]
91 systems, FKSL shall be responsible for making its own ID card as soon
320 as possible; provided that Samsung shall allow FKSL to use existing ID
cards with FKSL logo attached on them for 2 months after the Closing
date.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall make efforts, by the end of February, 1999, to transfer [KOREAN]
its personnel to FKSL to the extent necessary for the job performance
of the following areas at the present level: planning, P.R, patent,
285 legal matter, commerce, sales control, domestic sales, overseas sales,
overseas quality management, succession of overseas local employee,
funding, product strategy, technology management, technology strategy,
quality management, human resources planning.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide FKSL with information on company policies, [KOREAN]
287 instructions, and electronic systems in connection with human
resources management; as requested to support the PDD Business.
- ------------------------------------------------------------------------------------------------------------------------------------
291 Samsung shall provide FKSL with the database and know-how [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE> 25
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
concerning employment and recruiting; as requested to support the PDD [KOREAN]
Business.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall make efforts to reconcile the difference between the [KOREAN]
293 data kept by the Department of National Pension Management and the
data kept by FKSL human resources department.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide information and materials relating to the [KOREAN]
298 regulations and data concerning employee training; provided that such
information does not violate Samsung's security regulations.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE> 26
Schedule 3.1(v)
Financial Management Services and Treasury Services and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall transfer computer data concerning from 1994 until the [KOREAN]
57 date of this Agreement accounting, accounting cost and managerial
accounting cost to FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
A21 Samsung shall dispatch its personnel to FKSL, upon request, for [KOREAN]
instruction in sales supports and accounting.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall dispatch its personnel to FKSL, upon request, for [KOREAN]
A22 instruction in corporate financial settlements at the end of each
fiscal period.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall have SEC headquarters dispatch its personnel to FKSL, [KOREAN]
A23 upon request, for instruction in settlement of accounts and corporate
taxation at the end of each fiscal period, which Samsung shall give
priority to.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL shall dispatch its personnel to Samsung, on demand, for training [KOREAN]
A24 in the domestic asset management and operations. (2 SEC personnel
already transferred to FKSL as of Mar.31,'99)
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL shall dispatch its personnel to Samsung, on demand, for training [KOREAN]
in the management of foreign exchange and overseas assets. In
A25 addition, Samsung shall allow FKSL to continue to use the asset
management system which will be optimized or modified by Samsung, if
necessary, to enable FKSL to use the system in its normal operations.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE> 27
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
When FKSL files reports on VAT to Chonan Tax Office and all other [KOREAN]
A26 statutory reporting requirements, FKSL shall be responsible for the
filing, and Samsung shall provide assistance to FKSL in delivery of
documents.
- ------------------------------------------------------------------------------------------------------------------------------------
Add Samsung shall maintain records of subcon-assembly services (SESS) as [KOREAN]
per past practices. (e.g. : daily report and monthly report)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 28
Schedule 3.1(vi)
Employee Training Services and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
133 Samsung shall provide necessary consultation services, if FKSL is [KOREAN]
in need of recruiting of professional instructors or lectures.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide necessary consultation services, if FKSL is [KOREAN]
134 in need of Samsung's quality control related training programs
including the college of quality studies.
- ------------------------------------------------------------------------------------------------------------------------------------
135 Samsung shall provide necessary consultation services, if FKSL is in [KOREAN]
need of assistance in connection with employee trainings.
- ------------------------------------------------------------------------------------------------------------------------------------
454 Samsung and FKSL shall cooperate in allowing each other to participate [KOREAN]
500 in utility related seminars; provided that the subjects of such
seminars are not confidential.
- ------------------------------------------------------------------------------------------------------------------------------------
495 Samsung shall provide FKSL with opportunities to attend Samsung's [KOREAN]
engineers' training classes.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to participate in the semiconductor [KOREAN]
527 information exchange meeting hosted by the Environmental Safety Group
of Kiheung plant; provided that the subjects of such meetings are not
confidential information.
- ------------------------------------------------------------------------------------------------------------------------------------
528 Samsung shall provide FKSL with opportunities to attend Samsung's [KOREAN]
training classes relating to environmental safety.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to participate in the meetings of the [KOREAN]
534 environment protection technology studies, once a month, hosted by the
489 E-CIM Team of the Central Research Center; provided that the subjects
of such meetings are not confidential.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE> 29
Sechedule 3.1(vii)
Payroll Services and related support
Samsung shall provide ongoing payroll administrative services for any changes to
PDSS database until PDSS moves to Puchon server (such as pay increases and
benefits coverage changes).
14
<PAGE> 30
Schedule 3.1(viii)
Travel Services and related support
None available
15
<PAGE> 31
Schedule 3.1(ix)
Intellectual Property Maintenance Services and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
With respect to the patent applications, Samsung shall support FKSL in [KOREAN]
421 the relevant tasks until FKSL can carry out such tasks; provided,
however, the support shall be limited to provision of the Patent
search system in support of FKSL's patent applications.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung and FKSL shall allow each other to have access to the [KOREAN]
451 patent information; provided that such information is not
confidential.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE> 32
Schedule 3.1(x)
Export/Import Services and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall continue to provide FKSL with services relating to L/C [KOREAN]
negotiation, shipping and sales accounting operations for 6 months
from the Closing, subject to a one-time extension of 3 additional
58 months after the expiration of the initial period, if necessary;
provided, however, FKSL shall inform Samsung if FKSL intends to
terminate such services from Samsung before the expiration of said 6
month service period.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall support FKSL in arrangements for the invoice, P/L, [KOREAN]
219 transaction details, logo of tax statement of account, business
registration number, and the company name registration; provided,
however, FKSL shall make arrangements for its own document forms.
- ------------------------------------------------------------------------------------------------------------------------------------
Fairchild shall proceed with obtaining EDI ID approval, and Samsung [KOREAN]
220 shall continue to support FKSL in EDI related operations including
bank reports. (1 person in charge of EDI operation has already been
transferred to FKSL)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE> 33
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall provide FKSL with services concerning foreign exchange [KOREAN]
related tasks, consistent with the Foreign-exchange Management
Services Agreement, as follows:
1) FKSL shall make arrangements for reporting documents.
239 2) Samsung shall carry out registrations and routine tasks.
3) Samsung shall make contracts with outsourcing companies consistent
with past practices, and shall discuss with FKSL in case the rates
should change.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung has transferred to FKSL one employee in charge of shipping [KOREAN]
258 operations, who will be responsible for the shipping related tasks of
FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE> 34
Schedule 3.1(xi)
Risk management services and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung and FKSL shall cooperate with each other in connection with
440 visits to plants and exchange of information.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall share with FKSL the information on the standard [KOREAN]
441 registration of Electricity Group, consistent with Samsung's QA
policy, provided that such information concerns System LSI or general
work instructions.
- ------------------------------------------------------------------------------------------------------------------------------------
442 Samsung shall share with FKSL the energy related information. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
443
444 Samsung and FKSL shall share the information on construction or [KOREAN]
457 installation of the clean-room; provided that such information is
461 limited to general System LSI facility technologies.
- ------------------------------------------------------------------------------------------------------------------------------------
445 Samsung shall share with FKSL the status of electric facilities. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
446 Samsung shall share with FKSL the data on automatic control equipment. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
447 Samsung shall share with FKSL the application data on electric [KOREAN]
facilities.
- ------------------------------------------------------------------------------------------------------------------------------------
448 Samsung shall share with FKSL the technical data concerning facility [KOREAN]
management.
- ------------------------------------------------------------------------------------------------------------------------------------
449 Samsung shall share with FKSL TPM related data. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE> 35
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
450 Samsung shall share with FKSL the excellent examples of improvement. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
452 Samsung shall share with FKSL the technical data concerning utility [KOREAN]
facilities.
- ------------------------------------------------------------------------------------------------------------------------------------
453 Samsung shall share with FKSL the examples of accidents concerning [KOREAN]
plant operations.
- ------------------------------------------------------------------------------------------------------------------------------------
455 Samsung shall share with FKSL examples of energy conservation and [KOREAN]
relevant data.
- ------------------------------------------------------------------------------------------------------------------------------------
456 Samsung shall provide specifications of clean-rooms to FKSL shall [KOREAN]
501 be pursuant to the policy agreed between QA departments of both
parties.
- ------------------------------------------------------------------------------------------------------------------------------------
458 Samsung shall share with FKSL the technical information concerning [KOREAN]
FFU, AHU, Air Comp., static electricity removal, ventilation system.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall share with FKSL the technical information concerning [KOREAN]
459 EYE LID PANEL, CLN VACUUM, CLN PVC pipe arrangements, GLN DI pipe
arrangements.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall share with FKSL the technical information concerning EYE [KOREAN]
460 LID PANEL, CLN VACUUM, CLN PVC pipe arrangements, CLN DI pipe
arrangements.
- ------------------------------------------------------------------------------------------------------------------------------------
462 Samsung shall share with FKSL the specifications of facilities [KOREAN]
concerning repair, manufacturing, installation.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall share with FKSL the information on disaster [KOREAN]
463 prevention, self-detection, design of automatic fire-extinguishing
equipment, construction inspection and ZONE AHU.
- ------------------------------------------------------------------------------------------------------------------------------------
464 Samsung shall share with FKSL the information on freezer technology. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
20
<PAGE> 36
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
465 Samsung shall share with FKSL the specifications of the temperature [KOREAN]
and humidity modulators.
- ------------------------------------------------------------------------------------------------------------------------------------
466 Samsung shall share with FKSL the examples of accident concerning [KOREAN]
environment, safety, health, disaster prevention.
- ------------------------------------------------------------------------------------------------------------------------------------
467 Samsung shall share with FKSL the managerial strategies concerning [KOREAN]
environment, safety and health.
- ------------------------------------------------------------------------------------------------------------------------------------
468 Samsung shall allow FKSL to receive consultation, along with Samsung, [KOREAN]
concerning disaster prevention, safety, building structure diagnosis.
- ------------------------------------------------------------------------------------------------------------------------------------
469 Samsung shall share with FKSL the information on radiation treatment, [KOREAN]
525 disaster prevention, and dangerous machinery.
- ------------------------------------------------------------------------------------------------------------------------------------
470 Samsung shall share with FKSL the data relating to the analysis [KOREAN]
technology seminars.
- ------------------------------------------------------------------------------------------------------------------------------------
471 Samsung shall share with FKSL the data and information relating to [KOREAN]
PSM, ISO and BS.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall give a notice to FKSL of errors detected in the [KOREAN]
472 inspections by governmental authorities, in connection with health and
safety, if there are any, and share with FKSL the relevant
information.
- ------------------------------------------------------------------------------------------------------------------------------------
474 Samsung shall provide FKSL with materials safety health data. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall have the technical advisors of its affiliates [KOREAN]
475 maintain the support for FKSL in consultation concerning safety and
disaster prevention.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
21
<PAGE> 37
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall provide FKSL with SPEED, which is a LCA support software [KOREAN]
476 developed by E-CIM team, SDS central research center, provided that
such software concerns general environmental evaluations.
- ------------------------------------------------------------------------------------------------------------------------------------
480 Samsung shall provide FKSL with GMIS, a green management program [KOREAN]
software developed by SDS's environment safety group at Kiheung Plant.
- ------------------------------------------------------------------------------------------------------------------------------------
481 Upon request of FSKL, Samsung shall support FKSL in modification or [KOREAN]
upgrade of GMIS.
- ------------------------------------------------------------------------------------------------------------------------------------
477 Samsung shall provide FKSL with LCA related information and [KOREAN]
478 technology, once a week, developed by E-CIM team, Central Research
479 Center.
- ------------------------------------------------------------------------------------------------------------------------------------
Upon FKSL's request for environmental analyses of the products from [KOREAN]
483 FKSL plant, Samsung shall provide FKSL with the collective analysis
service.
- ------------------------------------------------------------------------------------------------------------------------------------
484 Samsung shall provide FKSL with information relating to CFC. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
485 Samsung shall provide FKSL with information published by Samsung Earth [KOREAN]
Environment Research Center.
- ------------------------------------------------------------------------------------------------------------------------------------
488 Samsung shall provide FKSL with environmental information which the [KOREAN]
533 Technology Strategic Group of the Central Research Center provides to
Samsung affiliates.
- ------------------------------------------------------------------------------------------------------------------------------------
490 Samsung shall assist FKSL in permits or approvals from government [KOREAN]
offices including KEPCO.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use Samsung's non-utilized facilities, for [KOREAN]
491 which FSKL shall be charged, or transfer such non-utilized facilities
to FKSL at the price pursuant to asset values.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
22
<PAGE> 38
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall allow FKSL to use Samsung's spare parts, including the [KOREAN]
492 ones for environmental facilities, for which FSKL shall be charged, or
497 transfer such spare parts to FKSL at the price pursuant to asset
values.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall make efforts to allow FKSL to use Samsung's measuring [KOREAN]
493 equipment, including ones for environmental safety, if and when
499 necessary and provided such equipment shall remain the property of
Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
494 Samsung shall provide FKSL with managerial data on the third party [KOREAN]
contractors that have price related contracts with Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
496 Samsung and FKSL shall exchange the data on any disorder in [KOREAN]
electricity provided by KEPCO.
- ------------------------------------------------------------------------------------------------------------------------------------
498 Samsung shall allow FKSL to visit the machinery rooms in the utility [KOREAN]
related facilities for the purpose of study.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use Samsung's precision measuring [KOREAN]
502 instrument, if and when necessary; provided that such instrument is
movable, provided that such property shall remain the property of
Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use Samsung's tools and equipment, if and [KOREAN]
503 when necessary; provided that such tools and equipment are movable,
provided that such property shall remain the property of Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use Samsung's industrial materials such as [KOREAN]
504 PVC piping, electrical back panels and similiar materials that FKSL
needs, and FKSL shall be charged for such materials.
- ------------------------------------------------------------------------------------------------------------------------------------
505 In case Samsung needs to dispose of its non-utilized facilities, [KOREAN]
Samsung shall give FKSL first priority to purchase such
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
23
<PAGE> 39
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
facilities.
- ------------------------------------------------------------------------------------------------------------------------------------
506 Samsung shall provide FKSL with data relating to construction. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide FKSL with data on the unit price in the [KOREAN]
507 contracts concerning painting work, partitioning, dredging,
plastering, waterproofing.
- ------------------------------------------------------------------------------------------------------------------------------------
508 Samsung shall provide FKSL with data relating to the labor services [KOREAN]
contracts and operations with labor service companies.
- ------------------------------------------------------------------------------------------------------------------------------------
513 Samsung shall allow FKSL to use Samsung's oxygen density measuring [KOREAN]
equipment, if and when necessary.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use Samsung's measuring device for [KOREAN]
514 electromagnetic wave, if and when necessary, provided that such
property shall remain the property of Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use Samsung's individual sample collecting [KOREAN]
515 devices, if and when necessary, provided that such property shall
remain the property of Samsung..
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use Samsung's endoscope for observation [KOREAN]
516 of ducts, if and when necessary, provided that such property shall
remain the property of Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
518 Samsung shall provide data concerning environmental safety technology [KOREAN]
upon request from FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
519 Samsung shall provide assistance to FKSL in connection with the public [KOREAN]
relations with government authorities and share relevant information.
- ------------------------------------------------------------------------------------------------------------------------------------
521 Samsung shall perform sanitation analysis (IC, GC-MASS), upon request [KOREAN]
from FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use Samsung's container level measuring [KOREAN]
522 devices, upon request from FKSL, provided that such property shall
remain the property of Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
24
<PAGE> 40
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall allow FKSL to use Samsung's portable container- [KOREAN]
523 level-measuring devices, upon request from FKSL, provided that such
property shall remain the property of Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
524 Samsung shall continue to provide FKSL with HF ointment, upon request [KOREAN]
from FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
526 Environmental Safety Group of Kiheung plant shall reflect FKSL's [KOREAN]
opinion to the green-management system program.
- ------------------------------------------------------------------------------------------------------------------------------------
1. Meetings or conferences in connection with environmental safety, [KOREAN]
TPM, facility studies, in which FKSL personnel participate, shall
be subject to the visitor control regulation of Samsung.
[Korean]
2. Delivery of all documents, including utility status and technical
information is subject to the security regulation of Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide FKSL with LCC related information and [KOREAN]
A15 technology, once a week, that are expected to be developed by E-CIM
A16 team, Central Research Center.
- ------------------------------------------------------------------------------------------------------------------------------------
A19 Samsung shall provide FKSL with information relating to MINI SCRUBBER; [KOREAN]
provided that such information is relevant to FKSL business.
- ------------------------------------------------------------------------------------------------------------------------------------
Kiheung plant shall allow FKSL to use the measuring equipments for [KOREAN]
A20 environmental assessment; provided that FKSL should not unreasonably
disturb Kiheung plant in its ordinary course of business.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
25
<PAGE> 41
Schedule 3.1(xii)
Insurance administration services and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall maintain the current fire insurance policy that covers [KOREAN]
FKSL plant until the end of July 1999, and shall make efforts to have
FKSL remain on the policy when Samsung enters into the new contract,
509 commencing August, 1999, with Samsung Fire Insurance Co.; provided
that FKSL shall be charged for its own premium. In case FKSL fails to
remain on the insurance policy of Samsung, Samsung shall make efforts
to help FKSL make its own fire insurance contract with Samsung Fire
Insurance Co. at the same rate of premium as Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
26
<PAGE> 42
Schedule 3.1(xiii)
Immigration services and related support
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall support FKSL personnel in their overseas activities by [KOREAN]
241 allowing FKSL's overseas resident personnel to continue to use the
245 passports with Samsung's commercial visa for 30 days after the Closing
date.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL shall enter into its own contracts for housing and vehicle lease [KOREAN]
243 for FKSL's overseas resident employees. Samsung shall continue to
support this for 30 days after Closing.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
27
<PAGE> 43
Schedule 3.1(xiv)
Research and development, quality assurance and test services
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
With regard to the actual set testing at Onyang plant and [KOREAN]
subcontractors' manufacturing sites, Samsung QA department shall
4 discuss with FKSL how to establish network through which Samsung can
provide feed- back information on the testing results and data to
FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
5 Samsung shall allow FKSL to use the analysis equipment owned by [KOREAN]
Kiheung plant.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall transfer to FKSL the technical data relating to patents [KOREAN]
8 and technologies of analog cell; provided that such information is
relevant to FKSL business.
- ------------------------------------------------------------------------------------------------------------------------------------
Standard of assorting technical documents that are subject to transfer [KOREAN]
9 to FKSL shall be determined by the nature of business, not by the
420 engineer who made the document. Samsung shall transfer to FKSL such
technical documents that belong to FKSL as of the Closing date.
- ------------------------------------------------------------------------------------------------------------------------------------
10 Samsung shall transfer to FKSL the data cartridge that contain the [KOREAN]
data on power devices being produced by FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
11 Kiheung QA department shall provide FKSL with reliability testing [KOREAN]
47 services if and when FKSL is incapable of performing such an analysis
for certain technical items.
- ------------------------------------------------------------------------------------------------------------------------------------
12 By transferring database relating to power devices to FKSL, Samsung [KOREAN]
shall stop allowing FKSL to use LIB registerred in LMS.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
28
<PAGE> 44
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
14 Samsung shall transfer CELL LIB to FKSL; provided that the CELL LIB is [KOREAN]
relevant to FKSL business.
- ------------------------------------------------------------------------------------------------------------------------------------
17 Samsung shall license FKSL to use the CAE inhouse tools for [KOREAN]
manufacturing masks.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall make efforts to help FKSL enter into its own maintenance [KOREAN]
20 contracts concerning CAE hardware and software with the same terms and
conditions as Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall transfer to FKSL the database files on all CAE related [KOREAN]
22 data before the Closing date; provided that such information is
relevant to FKSL business.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall transfer to FKSL the database files on the database [KOREAN]
relating to the PD products kept by CAE, and provide FKSL with CELL
23 LIB of STD60 and STD70; provided that such data should be used in FKSL
plant only, and that the application is confined to the development of
BCDMOS.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall transfer to FKSL the BCDMOS Rule File [KOREAN]
24 Generation(SDA4/SDG3); the database files shall be transferred prior
to the Closing date.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall assist FKSL in following tasks: Establishing logic in [KOREAN]
connection with development costs, collective management of data,
transfer of expenses through distribution, calculation of expenses for
26 MASK, FAB, PKG, CAE, and other development, settlement of accounts and
distribution in labor costs, system set-up and attendant training,
upgrade of database master; provided that such services shall be
provided until the Closing date.
- ------------------------------------------------------------------------------------------------------------------------------------
28 Samsung shall transfer to FKSL library documents relating to BCDMOS [KOREAN]
29 products in database format.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
29
<PAGE> 45
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
30 Samsung shall transfer to FKSL LMS DATA (including SCHEMATIC, LAYOUT, [KOREAN]
INFORMATION RULE FILES (DRC, LVC)
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall transfer to FKSL all technical documents relating to [KOREAN]
35 power devices, prior to the Closing date. Samsung shall not give FKSL
access to Kiheung library.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall transfer to FKSL historical information on the contracts [KOREAN]
41 relating to power device technology as well as data relating to power
device business.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide FKSL with analysis services, making use of [KOREAN]
45 analysis facilities in Kiheung plant, if and when FKSL is incapable of
performing analysis for certain technical items.
- ------------------------------------------------------------------------------------------------------------------------------------
51 Samsung shall transfer to FKSL some measuring equipment being used by [KOREAN]
Media engineering department after consultation with FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide FKSL with work history, historical data and [KOREAN]
training, (i) in terms of tasks that have been supported by Kiheung
52 and FKSL is incapable of performing(e.g.: planning, technology
management, technology planning, patent management), before the
Closing date, and (ii) after the Closing date, in case FKSL will not
be ready for such tasks by then.
- ------------------------------------------------------------------------------------------------------------------------------------
62 Upon request from FKSL, Samsung shall support FKSL in the test and [KOREAN]
split in connection with EPI process.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung (Onyang Assembly & TEST) shall provide FKSL with samples, upon [KOREAN]
64 request, in case FKSL is in need of such samples for the purpose of
the inspection on the new products or evaluation of the changes in
process.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
30
<PAGE> 46
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
66 Samsung shall give FKSL access to the technology reports of the LSI [KOREAN]
products manufactured on an OEM basis.
- ------------------------------------------------------------------------------------------------------------------------------------
68 Samsung shall continue to support FKSL in optimization of equipment, [KOREAN]
85 upon request from FKSL, consistent with past practices.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall have FKSL participate in the audits for raw material [KOREAN]
69 makers and secondary material makers, Samsung shall share the audit
reports with FKSL, if necesarry; provided that such materials are
being used by FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
70 Samsung shall provide FKSL with the incoming inspection services for [KOREAN]
cleaning utilities.
- ------------------------------------------------------------------------------------------------------------------------------------
71 Samsung shall provide FKSL with qualification service for the new [KOREAN]
72 specifications or suppliers relating to the cleaning tools within
about 30 days from the date of request.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide FKSL with the pollution analysis for the [KOREAN]
73 cleaning tools and other environmental matters, within about 15
days--average term of works in 1998--from the date of request.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall give FKSL a lease on the portable cleaning measurement [KOREAN]
74 equipment, upon request; provided that FKSL shall be responsible for
repair or compensation of damage in case FKSL causes any damages
during use.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL shall make its own contracts, separately from Samsung, for the [KOREAN]
75 maintenance of its PMS facilities; provided that Samsung shall make
efforts to provide FKSL with relevant information on the costs and
technical matters.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL shall make its own contracts, separately from Samsung, for the [KOREAN]
76 maintenance of its HIAC and ROYCO; provided that Samsung shall make
efforts to provide FKSL with the relevant information on the costs and
technical matters.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
31
<PAGE> 47
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FKSL shall make its own contracts, separately from Samsung, for the [KOREAN]
78 maintenance of its Microscopr and Autoloader; provided that Samsung
shall make efforts to provide FKSL with the relevant information on
the costs and technical matters.
- ------------------------------------------------------------------------------------------------------------------------------------
79 Samsung shall provide FKSL with the old or unsalable parts at the [KOREAN]
remaining book value.
- ------------------------------------------------------------------------------------------------------------------------------------
81 Samsung shall allow FKSL to use the spare parts at Kiheung plant [KOREAN]
195 in emergency cases.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use Samsung's portable measuring equipment [KOREAN]
82 for special purpose; provided that FKSL shall be responsible for
repair or compensation of damage in case FKSL causes any type of
damage in use.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL shall make its own contracts, separately from Samsung, for the [KOREAN]
83 maintenance of its facilities; provided that Samsung shall make
efforts to provide FKSL with the relevant information on the costs and
technical matters.
- ------------------------------------------------------------------------------------------------------------------------------------
84 Samsung shall grant FKSL a preferred purchase right, at the [KOREAN]
194 remaining book value, in case Samsung intends to sell the non-
utilized equipment in Kiheung plant.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall continue to support FKSL in optimization of the [KOREAN]
85 thin-film reference set and the film thickness standard sample for the
correction and measurement of the thin-film equipment, upon request
from FKSL, consistent with past practices.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall continue to support FKSL in optimization (0.2 um~4.9um) [KOREAN]
86 of the standard sample for the correction of absolute contamination
level, upon request from FKSL, consistent with past practices.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
32
<PAGE> 48
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall continue to support FKSL in optimization of the standard [KOREAN]
87 micro scale in terms of regular correlation, upon request from FKSL,
consistent with past practices.
- ------------------------------------------------------------------------------------------------------------------------------------
88 Samsung shall continue to support FKSL in optimization of the RF Watt [KOREAN]
meter, upon request from FKSL, consistent with past practices.
- ------------------------------------------------------------------------------------------------------------------------------------
89 Samsung shall continue to support FKSL in optimization of the MFC, MFC [KOREAN]
calibrator, upon request from FKSL, consistent with past practices.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL shall make its own contracts, separately from Samsung, for the [KOREAN]
maintenance of its automatic conveyance system made by Dai-ich;
90 provided, however, Samsung shall make efforts to provide FKSL with the
relevant information on the costs and technical matters.
- ------------------------------------------------------------------------------------------------------------------------------------
93 FKSL shall keep the technical documents and data relating to the power [KOREAN]
devices.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall support FKSL in the services relating to the abnormal [KOREAN]
94 lots detected by Onyang QC department, that shall carry on the
attendant works. In addition, Samsung shall provide FKSL with the work
reports at each phase of process.
- ------------------------------------------------------------------------------------------------------------------------------------
In case the Samsung detects low-yields or abnormal lots out of FKSL's [KOREAN]
products during the final test, Samsung shall have such lots processed
pursuant to Onyang's regulation and past practices, and Samsung shall
95 notify FKSL of the details of the problem occurred by listing them on
MAGICS and sending the samples to FKSL. In addition, Samsung shall
provide FKSL with information on assembly, test and production,
provided that such information is relevant ro FKSL business.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
33
<PAGE> 49
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
96
97
98
99 Samsung shall transfer related services to FKSL related to the [KOREAN]
102 transfer of one employee of Kiheung System LSI QA to FKSL for the
111 quality control tasks of FKSL.
130
179
- ------------------------------------------------------------------------------------------------------------------------------------
100 Samsung shall transfer to FKSL the standard specifications relating to [KOREAN]
FKSL products that are subject to outsourcing manufacture.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall transfer to FKSL the quality reports and other [KOREAN]
101 significant documents relating to FKSL's IC products that are subject
to outsourcing manufacture.
- ------------------------------------------------------------------------------------------------------------------------------------
103 Samsung shall notify FKSL of the changes in assembly process and [KOREAN]
reliability tests made by Onyang plant.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall give FKSL access to the analysis equipment at Analysis [KOREAN]
104 Technology team, Kiheung LSI QA department, and shall provide analysis
data upon request from FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide SKSL with SK92 tester ZIG and support FKSL in [KOREAN]
105 the correlation work. In case F/T program should change, Samsung shall
discuss with FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall conduct retest (e.g. putting the TAPING materials into [KOREAN]
the TUBE after TAPING removal), in case quality problems are found
106 with the RMA returned materials and stocks at Onyng warehouse. Samsung
shall inform FKSL of the results of the restest and send defective
samples to FKSL
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
34
<PAGE> 50
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
The sample of the products on which the final test cannot be processed [KOREAN]
because FKSL does not have the final test program or final test JIG
107 shall be sent to Onyang, and Onyang Test Technology department shall
perform the final test and send the test results to FKSL in the form
of a file through e-mail, such as SINGLE.
- ------------------------------------------------------------------------------------------------------------------------------------
In case inspection in actual set before stocking is needed to reduce [KOREAN]
the customer defect rate of FKSL products for which the final test is
109 conducted at Onyang, Onyang QA and Test department shall conduct the
actual set test in accordance with the sampling plan submitted by FKSL
and send the results to FKSL after the test.
- ------------------------------------------------------------------------------------------------------------------------------------
Onyang Test department shall retest FKSL's products, when abnormal [KOREAN]
110 lots are detected, and send FKSL the test result and defective samples
upon request from FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
138 Onyang QA shall support FKSL in the actual set test and electric [KOREAN]
characteristics tests, and shall send FKSL the test result and data.
- ------------------------------------------------------------------------------------------------------------------------------------
139 Onyang QA shall conduct incoming inspection on outsourced [KOREAN]
semi-manufactured goods for FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
140 Onyang QA shall conduct the incoming inspection on raw materials for [KOREAN]
141 FKSL; provided that such inspection services will be provided before
142 FKSL's outsourcing companies are ready for performing such inspection.
- ------------------------------------------------------------------------------------------------------------------------------------
In case FKSL requests Samsung to perform ESD test, Samsung shall make [KOREAN]
143 efforts to comply with such request within reasonable period of time;
provided, however, Samsung does guarantee FKSL a certainty in its
response time.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
35
<PAGE> 51
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
In case FKSL requests Samsung to perform IR reflow, Samsung shall make [KOREAN]
144 efforts to comply with such request within reasonable period of time;
provided, however, Samsung does guarantee FKSL a certainty in its
response time.
- ------------------------------------------------------------------------------------------------------------------------------------
In case FKSL requests Samsung to perform TC (Temperature Cycle), [KOREAN]
145 Samsung shall make efforts to comply with such request within
reasonable period of time; provided, however, Samsung does guarantee
FKSL a certainty in its response time.
- ------------------------------------------------------------------------------------------------------------------------------------
In case FKSL requests Samsung to perform Surge Test, Samsung shall [KOREAN]
146 make efforts to comply with such request within reasonable period of
time; provided, however, Samsung does guarantee FKSL a certainty in
its response time.
- ------------------------------------------------------------------------------------------------------------------------------------
147 Onyang QA department shall allow FKSL to use the reliability equipment [KOREAN]
in case of changes in Samsung's assembly process
- ------------------------------------------------------------------------------------------------------------------------------------
150
~ Samsung shall support FKSL in terms of overseas QA services; provided [KOREAN]
154 that such services will be confined to the transmission of customer
249 claims between Samsung overseas branches and FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
155 Samsung shall transfer to FKSL the data relating to the past claims [KOREAN]
156 and customer complaints in connection with FKSL products.
- ------------------------------------------------------------------------------------------------------------------------------------
162 Samsung shall transfer to FKSL the data relating to the past RMA cases [KOREAN]
in connection with FKSL products.
- ------------------------------------------------------------------------------------------------------------------------------------
In connection with provision of Dolphins, Samsung shall transfer to [KOREAN]
164 FKSL the specification files which have been used as standards of FKSL
business.
- ------------------------------------------------------------------------------------------------------------------------------------
Dolphin related specification data omitted at the time of transfer or [KOREAN]
165 approved of by Samsung shall be transferred to FKSL by Samsung for 3
years from the Closing date.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
36
<PAGE> 52
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
177 Samsung shall transfer to FKSL the data relating to the past PCN in [KOREAN]
connection with FKSL products.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall continue to provide FKSL with analysis of the items such [KOREAN]
199 as WAFER/CHEMICAL/GAS etc., upon FKSL's request to Kiheung analysis
team, and share the evaluation results of the qualification and
analysis of the new suppliers or materials.
- ------------------------------------------------------------------------------------------------------------------------------------
201 Samsung shall maintain and improve the existing reporting system for [KOREAN]
the reliability tests concerning Maverick Lot for FKSL.
- ------------------------------------------------------------------------------------------------------------------------------------
In order to enable FKSL outsourcing management team to perform the [KOREAN]
business related to the unit cost contract for the existing IC
269 outsourcing product, Samsung shall provide FKSL with the data relating
to the existing contracts and the results of the unit cost negotiation
for 1999.
- ------------------------------------------------------------------------------------------------------------------------------------
As outsourcing operations relating to the IC products are gradually [KOREAN]
transferred to FKSL, Onyang production management team shall (I)
summarize the status of PD products currently managed by it and
270 transfer it along with all other relevant information to FKSL, and
(ii) transfer the IC outsourcing operation to FKSL in accordance with
the schedule agreed between the parties.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall continue to provide the transportation service for FKSL [KOREAN]
271 products, consistent with past practices, between Onyang warehouse and
outsourcing companies.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL outsourcing management team shall be responsible for all [KOREAN]
outsourcing related businesses of its own products; provided that
281 Samsung shall make efforts to help FKSL to enter into contracts with
outsourcing companies, in terms of service price, with the same terms
and conditions as before.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
37
<PAGE> 53
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall provide training so that FKSL can establish its own [KOREAN]
282 operation and maintain its own system for handling the expenses
incurred by running outsourcing system; provided that FKSL shall be
responsible for the management and accounting relating to such
expenses.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL to use the software such as HSPICE, BASECAMP, [KOREAN]
408 OSA, PACMAN, SABER, OPUS, DRACULAR, which are required for
EWS(Engineer Work Station); provided, however, FKSL shall be
responsible for the costs and expenses.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall allow FKSL an access to the analysis equipment at [KOREAN]
409 Kiheung plant, in case FKSL does not have the analysis equipment
required for its business. (e.g.: TEM, TXRF, XRD, AES, AAS & ESCA).
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide FKSL with incoming inspection service for [KOREAN]
411 raw materials and subsidiary materials for packages; provided that
such materials are package development materials.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall continue to conduct simulations for FKSL's package [KOREAN]
412 development; provided that the TAT for such services shall be pursuant
to past practices of the package development team of Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall cooperate with FKSL in the simulation or analysis for [KOREAN]
413 technical activities, upon request from FKSL to the Kiheung or Onyang
plant of Samsung.
- ------------------------------------------------------------------------------------------------------------------------------------
415 Kiehung shall support FKSL in the material characteristics analysis [KOREAN]
for packages.
- ------------------------------------------------------------------------------------------------------------------------------------
416 FKSL shall take the lead in development of packages or lead frames, [KOREAN]
417 new process if and when such activities should be performed at Onyang
418 production lines, and FKSL may utilize Onyang lines pursuant to the
standards and rules applied to other outsourcing companies.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
38
<PAGE> 54
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
419 Samsung shall provide FKSL, as required, with the information relating [KOREAN]
to process renovation.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide FKSL with training service for the simulation [KOREAN]
425 engineers; provided that FKSL shall be responsible for the set-up of
simulation system and recruiting of personnel for simulation and its
development.
- ------------------------------------------------------------------------------------------------------------------------------------
The Purchased Software among the CAD Tool Software (paragraph 5 of the [KOREAN]
Excluded Assets) shall not be transferred to FKSL; however, Samsung
shall make efforts to help FKSL make contacts with the suppliers so
that FKSL may obtain same terms and conditions enjoyed by Samsung.
Samsung shall license FKSL to use the Home Grown Software among the [KOREAN]
426 CAD Tool Software (paragraph 5 of the Excluded Assets), including
427 Gremlin, RFG, CubicArc, and CubicBuild; provided that FKSL should use
428 such software for internal use only, and FKSL shall be charged for the
upgrade of Cubic home grown software, if and when necessary.
Samsung shall provide FKSL's CAE personnel with training service [KOREAN]
concerning operation of such software, pursuant to the standards and
rules applied to the supports in patent matters; provided, however,
FKSL shall be responsible for the expenses.
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL shall maintain the contract with Kukdong concerning WIN92 [KOREAN]
430 project, and Kukdong shall be responsible for the remaining issues in
connection with the project.
- ------------------------------------------------------------------------------------------------------------------------------------
432 Samsung shall pay FKSL for maintenance service concerning Z400, at [KOREAN]
cost, which FKSL provided to Suzhou plant, if and when necessary.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
39
<PAGE> 55
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Samsung shall transfer to FKSL the ownership of JIG and relevant [KOREAN]
433 programs currently used by the outsourcing companies in connection
with production of FKSL product.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall share with FKSL the information on outsourcing [KOREAN]
434 management such as product information files and statistical analysis
tool packages; provided, however, such information concerns FKSL
products.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung and FKSL shall exchange JIG and CAD files, consistent with [KOREAN]
435 past practices: Onyang plant shall provide FKSL with PD related JIG
and CAD files, while FKSL shall provide Kiheung plant with System LSI
related JIG and CAD files.
- ------------------------------------------------------------------------------------------------------------------------------------
436 Samsung shall support FKSL in production of Epoxy type probe cards, [KOREAN]
180 with historical TAT; FKSL shall provide Samsung with Blade type probe
cards. (Epoxy type:Samsung -> FKSL; Blade type: FKSL -> Samsung)
- ------------------------------------------------------------------------------------------------------------------------------------
FKSL shall be responsible for the expenses relating to the maintenance [KOREAN]
and production of probe cards required for the Foundry service for
437 Samsung; provided, however, Samsung shall provide FKSL with probe
cards for the new products at Samsung's expenses, consistent with past
practices.
- ------------------------------------------------------------------------------------------------------------------------------------
438 Samsung shall allow FKSL to use for 3 years 3 units of A360 and 6 [KOREAN]
units of EG2001X PROBER which are Samsung's property.
- ------------------------------------------------------------------------------------------------------------------------------------
Samsung shall provide FKSL with the Onyang plant's final test data on [KOREAN]
A14 FKSL's products, upon request from FKSL, in case such data relate to
FKSL's mass production, improvement of products, or new products
running in Onyang plant.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
40
<PAGE> 56
Schedule 3.1(xv)
Information Technology Services
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Item # Transitional Services [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
36
37 Samsung shall license FKSL to use INPRO, and transfer to FKSL the [KOREAN]
38 database relating to INPRO.
- ------------------------------------------------------------------------------------------------------------------------------------
327 Samsung shall license FKSL to use SFMS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
328 Samsung shall provide FKSL with the Korean MS-Office. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
329
132 Samsung shall provide FKSL with SAS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
343 Samsung shall license FKSL to use ALCOS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
344 Samsung shall license FKSL to use FAMOUS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
345 Samsung shall license FKSL to use MCS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
346 Samsung shall license FKSL to use CATS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
347 Samsung shall license FKSL to use UCMS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
348 Samsung shall license FKSL to use TELAS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
349
137 Samsung shall license FKSL to use EAS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
350 Samsung shall license FKSL to use SQC. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
351 Samsung shall license FKSL to use MCC. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
352 Samsung shall license FKSL to use MIDAS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
353 Samsung shall license FKSL to use INFOGATE. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
41
<PAGE> 57
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
354
132 Samsung shall license FKSL to use STAR. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
355
25 Samsung shall license FKSL to use ARIRANG. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
356 Samsung shall license FKSL to use TPSS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
357 Samsung shall license FKSL to use MICS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
358 Samsung shall license FKSL to use TOMMIX. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
359 Samsung shall license FKSL to use SPC. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
360
27 Samsung shall license FKSL to use DOLPHINS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
361
410 Samsung shall license FKSL to use STEALTH. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
363
136 Samsung shall license FKSL to use SEDAS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
364
149 Samsung shall license FKSL to use CRISIS. [KOREAN]
153
- ------------------------------------------------------------------------------------------------------------------------------------
365 Samsung shall license FKSL to use BESS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
366
56 Samsung shall license FKSL to use SICAS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
367 Samsung shall license FKSL to use GTS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
369 Samsung shall license FKSL to use PLASMA. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
370
221 Samsung shall license FKSL to use GCM. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
371
158 Samsung shall license FKSL to use GOM. [KOREAN]
279
- ------------------------------------------------------------------------------------------------------------------------------------
372 Samsung shall license FKSL to use SEMIS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
373 Samsung shall license FKSL to use FOCOS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
42
<PAGE> 58
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
218
- ------------------------------------------------------------------------------------------------------------------------------------
374 Samsung shall provide FKSL with GSS program. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
376
159 Samsung shall license FKSL to use ASIMACS. [KOREAN]
173
- ------------------------------------------------------------------------------------------------------------------------------------
377
160 Samsung shall license FKSL to use RMACS. [KOREAN]
161
- ------------------------------------------------------------------------------------------------------------------------------------
378
221 Samsung shall license FKSL to use ATP. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
379 Samsung shall license FKSL to use MSS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
380 Samsung shall license FKSL to use IDIX. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
381
280 Samsung shall license FKSL to use SAMS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
382 Samsung shall license FKSL to use SLIM. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
383 Samsung shall license FKSL to use the warehousing bar code program [KOREAN]
designed for outsourcing subcontractors.
- ------------------------------------------------------------------------------------------------------------------------------------
400 Samsung shall license FKSL to use GLIMS (document & information [KOREAN]
searching system)
- ------------------------------------------------------------------------------------------------------------------------------------
402 Samsung shall provide FKSL with Hun-min-jung-eum and patent searching [KOREAN]
program except LANCD
- ------------------------------------------------------------------------------------------------------------------------------------
403 Samsung shall provide FKSL with TIDB. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
405 Samsung shall license FKSL to use CMSPLUS (product code registration [KOREAN]
program)
- ------------------------------------------------------------------------------------------------------------------------------------
400-1 Salmsung shall license FKSL to use ALPS. [KOREAN]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
43
<PAGE> 59
SCHEDULE 3.1 (d)
SEC ROLE & RESPONSIBILITY PURSUANT TO FAIRCHILD TSA
1. Supporting uninterrupted operation of the Business with respect to
information technology services.
(a) SEC shall, in a manner consistent with past practices, provide
support to the Business to maintain the uninterrupted operation of
the Business with respect to information technology services. SEC
shall provide such support until such time as (i) Fairchild Korea's
server has been set up and (ii) Fairchild Korea has accepted such
server, which acceptance shall not be unreasonably withheld ((i) and
(ii) collectively referred to as the "Separation Acceptance").
(b) SEC will provide support for testing procedures at (a) the location
of the server on the date hereof and (b) at the Bucheon Facility,
and shall provide on one occasion training support with respect to
Fairchild Korea's server.
(c) Until the Separation Acceptance, SEC shall be responsible for
providing, in a manner consistent with past practices, protection
for Fairchild Korea's data stored in the server(s) for the benefit
of Fairchild Korea from unauthorized access by third parties.
(d) Upon the reasonable request by Fairchild Korea, SEC shall provide
consultation support to Fairchild Korea with respect to information
technology services to the extent such support is not available from
SDS.
2. Confirmation of the term of use of SDS software.
Fairchild Korea will be permitted to use the following softwares at no
charge to Fairchild Korea (other than third-party vendor tools).
(a) Email (Single) - No charge until June 1999
(b) Document system (DMS) - No charge until June 1999
(c) Payroll system (PDSS) - No charge until April 2002
(d) Purchasing system (GLONETS) - No charge until April 2002
(e) Accounting system (SFIS) - No charge until April 2002
3. Providing Y2K compliance assistance.
<PAGE> 1
EXHIBIT 10.39
EXECUTION COPY
PRODUCT SUPPLY AGREEMENT
This Product Supply Agreement ("Agreement") is made and entered into
this 13th day of April, 1999 (the "Effective Date") by and between Samsung
Electronics Co., Ltd., a corporation organized under the laws of the Republic of
Korea ("Samsung"), and Fairchild Korea Semiconductor Ltd., a corporation
organized under the laws of the Republic of Korea ("Fairchild"). Either Samsung
or Fairchild may be referred to herein as a "Party" or together as the
"Parties," as the case may require.
RECITALS
WHEREAS, Samsung, and Fairchild Semiconductor Corporation have entered
into a certain business transfer agreement dated as of December 20, 1998
("Business Transfer Agreement") and Fairchild Semiconductor Corporation has
assigned its rights thereunder to Fairchild, pursuant to which Fairchild will
acquire all of the Conveyed Assets and assume all of the Assumed Liabilities
(each as defined in the Business Transfer Agreement) upon the terms and
conditions set forth in the Business Transfer Agreement; and
WHEREAS, Samsung and Fairchild desire to enter into an agreement as
contemplated and required by the Business Transfer Agreement whereby Fairchild
will provide to Samsung certain of the Products (as defined below) that have
been provided to Samsung by the Business (as defined in the Business Transfer
Agreement) prior to the Closing Date, in accordance with the terms and
conditions of this Agreement; and
WHEREAS, the execution and delivery of this Agreement is required by
the Business Transfer Agreement and is a condition to the closing of the
transactions contemplated thereunder.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants and undertakings contained herein, the parties hereto, intending to be
legally bound hereby, do agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Unless otherwise defined herein, capitalized terms used
herein shall have the meaning ascribed to such term in the Business Transfer
Agreement.
(a) "Business" shall mean the business of developing,
manufacturing and selling (but expressly excluding for purposes of this
definition epi, assembly and final testing the full range of MOSFETs, power
transistors (including Small Signal TRS and Power TRS), diodes, motor ICs,
standard linear ICs, SPS, IGBT and other power devices (except for a range of
<PAGE> 2
multimedia products described in the Foundry Sale Agreement and Third Party
Foundry Product, which are not transferred pursuant to this Agreement) as
conducted on the Closing Date by Samsung.
(b) "Business Product" means any MOSFET, power transistor
(including Small Signal TRS and Power TRS), diode, motor IC, standard linear IC,
SPS, IGBT or other power device manufactured, marketed, under design or
development or sold by the Business on the Closing Date, or historically
manufactured by the Business, as listed in Attachment B to Schedule 3.5(a) under
the Business Transfer Agreement, or any Derivative Product derived or based
upon any of the foregoing, except for a range of multimedia products described
in the Foundry Sale Agreement and Third Party Foundry Product.
(c) "Initial Quarterly Period" means the period commencing on
the Closing Date and ending on June 30, 1999.
(d) "Local Business" means the sale of the Products to Samsung
located in Korea for its export.
(e) "Non-Small Signal Device Profit Amount" means (i) the
average price per Product of those Products, other than Small Signal Devices,
that were purchased by Samsung during the applicable Annual Period and included
in satisfaction of the Purchase Commitment for such Annual Period, less (ii) the
average per Product variable costs attributable to such Products.
(f) "Product" means Business Products and/or Derivative
Products as well as new products not available for sale by the Business as of
the Closing.
(g) "Past Practices" shall mean the practices of the Business
to provide Products to Samsung during calendar year 1998, including, without
limitation, practices relating to SPC data, yield data, 8D reports, technical
analysis, PQA support, failure analysis, quality surveys, customers, sort yields
and reliability data.
(h) "Purchase Price" means, with respect to (i) any Product
listed on Schedule average price per unit of the Product sold to Samsung by the
Business during the fourth quarter of 1998, as set forth in Schedule 1.1, (ii)
any Product existing on the Closing Date and not purchased by Samsung during the
fourth quarter of 1998, the average price per unit of such Product during the
Quarterly Period in which the Product was last purchased by Samsung, as
increased or decreased, as the case may be, to reflect the percentage increase
or decrease in the market price of WSTS product category to which such Product
belongs as stated in the publications of WSTS since such Quarterly Period, (iii)
any new Product not available for sale by the Business on the Closing Date, such
price per unit as the Parties may mutually agree after good faith negotiations,
and, in the case of clauses (i), (ii) and (iii), as adjusted pursuant to Section
6.1 hereof. The Purchase Prices are on a CEF Samsung Facilities in Korea basis.
(i) "Quarterly Period" means the Initial Quarterly Period
and/or any three month period commencing January 1, April 1, July 1 or October 1
and ending on the following March 31, June 30, September 30 or December 31,
respectively.
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(j) "Small Signal Device Profit Amount" means (i) the average
price per Product of the Small Signal Devices that were purchased by Samsung
during the applicable Annual Period and included in satisfaction of the Purchase
Commitment for such Annual Period, less (ii) the average per Product variable
costs attributable to such Products.
(k) "Third Party Foundry Product" means any products
manufactured by the Business for a third-party customer based on such customer's
proprietary design, mask set, process, specification or other technical data
under a foundry services agreement set forth ID Schedule 1.6 to the Intellectual
Property License Agreement, dated as of the date hereof, between Samsung and
Fairchild.
(l) "WSTS" means World Semiconductor Trade Statistics.
ARTICLE II
PRODUCT PURCHASES
Section 2.1 Product Supply. During the term of this Agreement, subject
to the terms and conditions of this Agreement, Fairchild shall supply Products
as ordered under purchase orders placed from time to time by Samsung,
Section 2.2 Preferred Supplier. Samsung shall use its Best Efforts to
cause its Affiliates to designate Fairchild as a preferred supplier of Products
to the extent permissible under applicable laws and regulations. For purposes of
this Section 2.2, such efforts shall include, without limitation, personal
visits hosted and/or arranged for Fairchild by senior officials of Samsung and
its Affiliates.
Section 2.3 Purchase Commitment. (a) Subject to the terms and
conditions of this Agreement, Samsung hereby commits to purchase during each of
(i) the period commencing on the Closing Date and ending on the first
anniversary of the Closing Date (the "First Annual Period"), (ii) the period
commencing on the day immediately following the last day of the First Annual
Period and ending on the second anniversary of the Closing Date (the "Second
Annual Period") and (iii) the period commencing on the day immediately following
the last day of the Second Annual Period and ending on the third anniversary of
the Closing Date (the "Third Annual Period"; each of the First Annual Period,
the Second Annual Period and the Third Annual Period shall constitute an "Annual
Period"), Products at an aggregate volume level equal to 701,941,000 units per
year (with respect to each Annual Period, the "Purchase Commitment"), to the
extent that such Products supplied by Fairchild meet appropriate quality
specifications of Samsung consistent with Past Practices and the quality of such
Products remains in compliance with such quality specifications. Any Products
purchased in excess of the Purchase Commitment in any Annual Period shall be at
either (i) the Purchase Price or (ii) the Matched Price (as defined in Section
2.4 hereof). All Products purchased at the Purchase Price shall be included in
the Purchase Commitment for the applicable Annual Period and no Products
purchased at the
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Matched Price shall be included in satisfaction of the Purchase Commitment for
any Annual Period.
(b) The mixture of Products purchased within the Purchase Commitment
shall be consistent with Past Practices, subject to reasonable adjustment;
provided, however, that if the total unit volume of small signal transistors
("Small Signal Devices") exceeds 70% of the Purchase Commitment in any Annual
Period (the "Small Signal Excess"), then such Small Signal Excess shall not be
included in satisfaction of the Purchase Commitment for such Annual Period and
shall not be credited against such Purchase Commitment. Notwithstanding the
foregoing, the Small Signal Excess in any Annual Period shall be included as
Small Signal Device purchases in satisfaction of the Purchase Commitment for the
following Annual Period.
(c) The total unit volume of Products purchased by Samsung (regardless
of whether such Products are Small Signal Devices or non Small Signal Devices)
in excess of the Purchase Commitment in any Annual Period shall be included in
satisfaction of the Purchase Commitment for the following Annual Period and
(without duplication) any Small Signal Excess in any Annual Period will count as
Small Signal Device purchases in such following Annual Period.
(d) In the event that the total unit volume level purchased by Samsung
in any Annual Period is below the Purchase Commitment for such Annual Period,
then Samsung shall pay to Fairchild the sum of (i) the aggregate unit shortfall
of purchased Small Signal Devices, if any, below 70% of the Purchase Commitment,
multiplied by the Small Signal Devices Profit Amount, and (ii) the aggregate
unit shortfall of purchased Products other than Small Signal Devices, if any,
below 30% of the Purchase Commitment, multiplied by the Non-Small Signal Devices
Profit Amount.
Section 2.4 First Right. With respect to Products purchased by Samsung
excess of the Purchase Commitment in any Annual Period, if Samsung obtains a
quotation for the purchase of Products from any other vendor (a "third-party
quotation"), it shall provide to Fairchild written notice (each a "Notice of
Sale") of such third-party quotation together with the price and other terms and
conditions of the third-party offer. Fairchild may send a written notice (each a
"Notice of Acceptance") to Samsung to the effect that Fairchild will provide the
Products at the price and on terms and conditions not less favorable to Samsung
than those set forth in the Notice of Sale. If Fairchild sends a Notice of
Acceptance within three (3) days of receipt of a Notice of Sale, Samsung shall
be obligated to purchase the Products specified in the Notice of Sale from
Fairchild at the price and under the terms and conditions set forth in the
Notice of Acceptance (such price offered by Fairchild pursuant to this Section
2.4 being referred to as the "Matched Price"). If Fairchild fails to send a
Notice of Acceptance in accordance with the provisions hereof, Samsung may
freely purchase the Products from such third party at the price and under the
terms and conditions specified in the Notice of Sale.
ARTICLE III
PACKAGE/PROCESS CHANGES NOTIFICATION
Section 3.1 Package/Process Changes Notification
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(a) If Fairchild proposes to make any change in Product
design, layout modification, fabrication process, test programs or other changes
affecting the Products, Fairchild shall provide at least thirty (30) days prior
written notice to Samsung of the intended change for Samsung's consent, which
shall not be unreasonably withheld or delayed. Fairchild shall be eligible for
any cost increase arising from any such change. Samsung shall not be responsible
for any loss incurred as a result of Fairchild's failure to timely provide
notification of such change.
(b) Samsung shall provide at least thirty (30) days prior to
written notice to Fairchild of any proposed change in Product design, layout
modification, fabrication process, test programs or other changes affecting
Fairchild's manufacturing of the Products, for Fairchild's consent, which shall
not be unreasonably withheld or delayed. Samsung shall be responsible for any
cost increase arising from any such change. Fairchild shall not be responsible
for any manufacturing loss incurred as a result of Samsung's failure to timely
provide notification of such change.
(c) Subject to the business requirements of both Parties, the
Parties agree to use their Best Efforts, consistent with Past Practices, to
promptly accommodate requests for urgent change requests or deliveries
hereunder.
(d) Fairchild reserves the right to make changes to the
specifications that reflect improvements, developments or other technically
desired changes in the Products. Fairchild shall notify Samsung of such
requested change orders and Samsung shall respond within thirty (30) working
days regarding the feasibility, schedule and anticipated costs of implementing
such change orders. Once the Parties have agreed in writing to the engineering
changes, schedule and prices thereof, Fairchild shall promptly take all measures
required to incorporate such change orders into the Products. If either Samsung
or Fairchild desires to make any changes to the specifications, that Party shall
notify the other Party in writing and negotiate the changes in good faith,
including any changes in prices required by such modifications. A modification
to any of the foregoing will be binding only when a writing to which such
modification is attached has been signed by both Parties.
ARTICLE IV
WARRANTY
Section 4.1 Inspection. Samsung shall inspect the Products within five
(5) days after delivery at its facility. Upon completion of such inspection,
Samsung shall promptly report any damaged or defective Product in any shipment.
Samsung reserves the right to reject any damaged or defective Product.
Section 4.2 Express Warranty. Fairchild warrants that the Products
provided to Samsung hereunder shall conform to all applicable specifications and
processes (or, in the absence of specifications, generally accepted industry
standards) consistent with Past Practices and shall be
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free from defects in material and Fairchild's workmanship. This warranty is
limited to a period of one (1) year from the date of delivery to Samsung. If,
during the one year period:
(a) Fairchild is notified promptly upon discovery in writing
by a reasonably detailed description of any such defect in any Product; and
(b) Fairchild, upon being reasonably satisfied with such
description requests Samsung to return such Product, and Samsung returns such
Product to the Bucheon Facility at Samsung's expense for inspection; and
(c) Fairchild's examination reveals that the Product is indeed
defective, and the Product does not meet the applicable specifications or is
defective in materials or Fairchild's workmanship and such problems are not
caused by accident, abuse, misuse, neglect, improper storage, handling,
packaging or installation, repair, alteration or improper testing or use by
someone other than Fairchild, then Fairchild shall, at Samsung's option,
promptly replace such Product or credit Samsung for such defective Product.
Fairchild shall reimburse Samsung for the transportation charges paid by Samsung
in returning such defective Product to Fairchild.
Section 4.3 Disclaimer. THE WARRANTY SET FORTH IN SECTION 4.2
CONSTITUTES FAIRCHILDS EXCLUSIVE LIABILITY AND SAMSUNG'S EXCLUSIVE REMEDY, FOR
ANY BREACH OF WARRANTY. EXCEPT AS SET FORTH IN SECTION 4.2, FAIRCHILD MAKES AND
SAMSUNG RECEIVES NO WARRANTIES ON THE PRODUCTS PROVIDED HEREUNDER, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AND FAIRCHILD SPECIFICALLY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE V
FORECASTS AND ORDERS
Section 5.1 Forecast. (a) All forecasts and demand for Products shall
be consistent with Past Practices. Samsung shall provide a three (3) month
rolling forecast for Product orders to Fairchild no later than ten (10) days
prior to the end of each month in terms of the volume of Products.
(b) Samsung may change the forecast for any month in
accordance with the following table, provided that the maximum request of
Samsung shall not exceed the production capacity of the Bucheon Facilities made
available in accordance with Past Practices. Any changes outside of those
permitted under the following table must be by written agreement of the Parties.
Monthly Period in
the Forecast Permitted Changes
----------------- -----------------
First No change permitted
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Second +/-10%
Third +/-15%
Section 5.2 Orders. All requests for Products shall be initiated by
Samsung's issuance of written purchase orders with reasonable lead time sent by
either registered mail or facsimile followed by mail. Such purchase orders shall
be submitted to Fairchild on or before the tenth (10th) day prior to the end of
each month, describing the quantity and type of the products and shipping and
invoicing instructions requested by Samsung for delivery the following month. By
written agreement of the Parties, purchase orders may also be sent and
acknowledged by electronic data exchange or other mutually satisfactory system.
In the event of any conflict between the terms and conditions of this Agreement
and either Party's purchase order, acknowledgment, or similar forms, the Parties
shall resolve such conflict in good faith.
Section 5.3 Assured Capacity. Fairchild shall dedicate sufficient
production capacity to ensure the volume of purchases required by the Purchase
Commitment. In the event that Fairchild cannot accept a purchase order by
Samsung as a result of its failure to fulfill its obligation under this Section
5.3, then the Products that would have been purchased under such purchase order
shall be included in satisfaction of the Purchase Commitment to the same extent
as if Fairchild had fulfilled such purchase order.
ARTICLE VI
PRICING
Section 6.1 (a) Not later than ten (10) business days prior to the last
day of each Quarterly Period, Fairchild shall provide to Samsung, a statement
(the "Adjustment Statement") setting forth, with respect to each Product, (i)
the average increase (expressed as a positive percentage) or the average
decrease (expressed as a negative percentage), as the case may be, in the market
price of the WSTS product category to which such Product belongs (the
"Adjustment Percentage"), as stated in WSTS publications released during the
most recent three-month period, an example of which is attached hereto as
Schedule 6.1(a) (except in the case of the adjustment of the Purchase Price
during the Initial Quarterly Period, in which case WSTS publications released in
respect of months commencing after December 31, 1998 will be used), and (ii) a
new purchase price (the "Adjusted Purchase Price") equal to (A) the Purchase
Price of such Product in effect during such Quarterly Period multiplied by (B) a
percentage equal to the sum of 100% plus the Adjustment Percentage.
As promptly as practicable following the receipt of an Adjustment
Statement (but in no event later than five (5) business days of such receipt),
Samsung shall (i) be entitled to inspect, verify and dispute the accuracy of any
item set forth in such Adjustment Statement and (ii) provide Fairchild with a
statement (a) accepting all of the items set forth in the Adjustment
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Statement or (b) disputing any item set forth in the Adjustment Statement (a
"Notice of Adjustment Dispute"). The failure by Samsung to provide a Notice of
Adjustment Dispute to Fairchild within such five (5) day period will constitute
Samsung's acceptance of all of the items set forth in the Adjustment Statement.
In the event of any Notice of Adjustment Dispute, each of Samsung and Fairchild
covenant and agree to use their Best Efforts to resolve all issues set forth in
the Notice of Adjustment Dispute prior to the commencement of the immediately
following Quarterly Period.
(b) At 12:01 a.m., Seoul, Korea time, on the first day of each
Quarterly Period (other than the Initial Quarterly Period), the Purchase Price
for each Product shall be increased or decreased to equal the Adjusted Purchase
Price for each such Product.
Section 6.2 (a) As promptly as practicable following each Quarterly
Period other than the Initial Quarterly Period (but in no event later than 30
days following such Quarterly Period), Fairchild shall provide to Samsung, a
statement (each, a "Quarterly Statement") setting forth (i) the quantity of each
Product purchased by Samsung during such Quarterly Period (each, a "Purchased
Product"), (ii) the Purchase Price paid by Samsung (the "Paid Purchase Price")
for each Purchased Product, (iii) the Adjusted Purchase Price for each Purchased
Product as determined pursuant to Section 6.1(a) above (the "Published Purchase
Price"), (iv) for each Purchased Product, the amount, if any, by which the Paid
Purchase Price exceeds the Published Purchase Price (the "Excess Adjustment
Amount") for such Purchased Product, or the amount, if any, by which the
Published Purchase Price exceeds the Paid Purchase Price (the "Shortfall
Adjustment Amount") for such Purchased Product, (v) for each Purchased Product,
the number (the "Excess Quarterly Amount") equal to the Excess Adjustment Amount
multiplied by the quantity of such Purchased Product purchased by Samsung during
such Quarterly Period, or the number (the "Shortfall Quarterly Amount") equal to
the Shortfall Adjustment Amount multiplied by the quantity of such Purchased
Product purchased by Samsung during such Quarterly Period and (vi) the number
(the "Aggregate Quarterly Adjustment") equal to the difference between the
aggregate Excess Quarterly Amounts and the aggregate Shortfall Quarterly
Amounts. All items provided pursuant to this Section 6.2(a) shall be set forth
in the currency in which Samsung purchased the Products, together with an
explanation of any currency exchange rate applied, if any.
As promptly as practicable following the receipt of a Quarterly
Statement (but in no event later than 15 business days of such receipt), Samsung
shall (i) be entitled to inspect, verify and dispute the accuracy of any item
set forth in such Quarterly Statement and (ii) provide Fairchild with a
statement (a) accepting all of the items set forth in the Quarterly Statement or
(b) disputing any item set forth in the Quarterly Statement (a "Notice of
Payment Dispute"). The failure by Samsung to provide a Notice of Payment Dispute
to Fairchild within such 15 day period will constitute Samsung's acceptance of
all of the items set forth in the Quarterly Statement. In the event of any
Notice of Dispute, Samsung and Fairchild covenant and agree to use their Best
Efforts to resolve all issues set forth in the Notice of Payment Dispute.
Section 6.3 (a) As promptly as practicable upon the acceptance by
Samsung of any Quarterly Statement:
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(i) if the Excess Quarterly Amount is greater than the
Shortfall Quarterly Amount, Fairchild shall pay to
Samsung, as promptly as practicable and in the manner
reasonably requested by Samsung, an amount equal to
the Aggregate Quarterly Adjustment; or
(ii) if the Shortfall Quarterly Amount is greater than the
Excess Quarterly Amount, Samsung shall pay to
Fairchild, as promptly as practicable and in the
manner reasonably requested by Fairchild, an amount
equal to the Aggregate Quarterly Adjustment.
(b) Any payments made pursuant to this Section 6.3 shall (i) with
respect to Local Business transactions, be made, to the extent practicably
possible under applicable Korean law or regulations, in the form of procurement
approval certificates (as defined in Korean foreign trade laws and regulations)
so as to provide the benefits of customs duty refund and/or zero rate VAT and
shall be based upon U.S. Dollars and paid in Korean Won using the foreign
exchange mid-rate announced by the Bank of Korea on the date of actual payment
and (ii) with respect to transactions other than Local Business, be based upon
and paid in Korean Won.
Section 6.4 Miscellaneous Charges and Taxes. Samsung shall pay, in
addition to the prices quoted or invoiced, the amount of any special handling
charges if such charges were paid by Samsung (but not by the Business) in Past
Practices. Samsung shall also pay all sales, use, VAT, excise or other similar
tax applicable to the sale of goods or provision of services covered by this
Agreement, or Samsung shall supply Fairchild with an appropriate tax exemption
certificate.
Section 6.5 Interest on Late Payments. If Samsung fails to make any
payment due hereunder by the date it is due, Samsung shall pay to Fairchild, in
addition to the amount of such payment due, a late charge of one-twentieth of
one percent (1/20%) of the outstanding amount per day from the due date of the
payment until finally paid.
Section 6.6 Prorated Charge . Should Samsung terminate any order prior
to process completion, Samsung shall be charged a prorated portion of the full
price of such Product subject to a negotiated adjustment, based on the process
termination point, including handling incurred by Fairchild in processing the
total quantity started in production.
ARTICLE VII
PAYMENT
Section 7.1 Non-Local Business. As to all Products other than those
Products relating to the Local Business, Fairchild shall provide a tax invoice
to Samsung at the end of each month during which a Product is purchased. Payment
amounts shall be based on, and paid in, Korean Won. Payment terms are net thirty
(30) days from the date of tax invoice.
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Section 7.2 Local Product . As to all Products for the Local Business
("Local Products"), Fairchild shall provide a tax invoice to Samsung at the end
of each month during which a Product is purchased. Payment amounts shall be
based on U.S. Dollars and shall be made in accordance with Section 6.3(b).
Payment terms are net thirty (30) days from the date of tax invoice.
ARTICLE VIII
DELIVERY
Section 8.1 Delivery. Fairchild shall deliver Products on the delivery
dates agreed to by the Parties. Delivery of 90% or more of the volume of each
Product published in the purchase order, made within the two-day period before
the delivery date(s) agreed to by the Parties, shall constitute timely delivery.
Delivery will be on a CIF Samsung-designated facilities in Korea basis. Delivery
shall be deemed to be made and risk of loss and title shall pass to Samsung when
shipment is made to a carrier.
Section 8.2 Late Delivery. If Fairchild falls to timely deliver a
Product in accordance with Section 8.1, Samsung shall have the right, in its
sole discretion, to cancel all or any part of the purchase order pertaining to
such Product. Any obligation of Samsung under any commitment to Fairchild under
this Agreement associated with such cancelled purchase order shall be discharged
in full and Samsung shall have no liability whatsoever to Fairchild therefor.
All such cancelled Products shall be included in satisfaction of the Purchase
Commitment with respect to the applicable Annual Period.
Section 8.3 Packaging. All Products delivered pursuant to the terms of
this Agreement shall be suitable, packed for shipment in containers specified by
Samsung, marked for shipment to Samsung's address set forth in the applicable
purchase order and delivered to a carrier or forwarding agent chosen by Samsung.
Should Samsung fail to designate a carrier, forwarding agent or type of
conveyance, Fairchild shall make such designation in conformance with its
standard shipping practices. Delivery will be CIF Samsung-designated facilities
in Korea. Delivery shall be deemed to be made and risk of loss and title shall
pass to Samsung when shipment is made to a carrier. Shipments will be subject
to incoming inspection as set forth in Section 4. 1.
SECTION 8.4 Lot Integrity. To facilitate the inspection of product
deliveries to Samsung lot integrity shall be maintained on all such deliveries,
unless specifically waived by mutual agreement of the Parties.
Section 8.5 Cancellation. Subject to its other obligations hereunder,
Samsung may cancel any purchase order upon 30 days written notice prior to the
commencement of manufacturing without charge, provided that Samsung reimburses
Fairchild for labor costs actually incurred by Fairchild and the cost of any raw
materials purchased for such order to the extent such raw materials are not used
for any other products.
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Section 8.6 Production Stoppages. Samsung may request that Fairchild
stop production of Products in process for Samsung's convenience, and Fairchild
shall consider stopping depending on the point of process. In such event,
Samsung shall pay for all Products at the agreed price, subject to a negotiated
adjustment based upon the degree of completion of the Products and whether or
not Fairchild is able to use the unfilled capacity. Fairchild shall, if
reasonably practicable, restart production of stopped Products within a
reasonable time after receipt of a written request from Samsung, subject to
Samsung's payment of any additional expenses incurred.
Section 8.7 Partially Completed Inventory. In the event that Samsung
elects to maintain an inventory of partially finished Products, ownership of
such partially finished Products shall pass to Samsung when they reach the
holding point defined by the relevant process flow. Fairchild shall invoice
Samsung for such Products, but they shall be stored under clean room conditions
and remain in Fairchild's processing WIP management system. Fairchild shall
inform Samsung of the number and types of such Products remaining in inventory
at the end of each month. Further, physical inventory and electronic records
with respect to such Products shall be available for inspection by Samsung at
any time. Fairchild shall credit Samsung with the amount previously invoiced for
any such Products at such time as they are restarted in the process flow.
ARTICLE IX
QUALITY CONTROL; INSPECTION; AND RELIABILITY
Section 9.1 Specifications. Fairchild shall manufacture Products in
accordance with the specifications for the applicable Product. Prior to
shipment, Fairchild shall perform inspections specified to be performed by it in
the applicable specifications on each Product lot manufactured. Fairchild shall
only ship those Product lots that successfully meet applicable specifications.
Section 9.2 Shipment Inspection. Fairchild shall promptly provide for
inspection and testing of each shipment of Products upon delivery in accordance
with the applicable specifications and shall notify Samsung in writing of the
results thereof. If any lot or Product is found to fail to meet such
specifications prior to final acceptance, Fairchild shall promptly replace such
lot or Product on a timely basis.
Section 9.3 Certifications. Provided that the Facilities are
ISO 14000/QS9000 certified on the date hereof, Fairchild warrants that it will
maintain such certification throughout the term of this Agreement. Fairchild
shall provide Samsung of any notice of any audits and any copies of reports or
correspondence relating to such or similar certifications.
ARTICLE X
ON-SITE INSPECTION AND INFORMATION
Section 10.1 Inspection and Evaluation. Fairchild shall allow Samsung
and/or Samsung's customers to visit and evaluate the Facilities during normal
business hours as part of established source inspection programs, it being
understood and agreed between Samsung and
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Fairchild that Samsung must obtain the concurrence of Fairchild for the
scheduling of all such visits, which concurrence shall not be unreasonably
withheld.
Section 10.2 Information. Upon Samsung's written request, Fairchild
will provide Samsung with process control information, including but not limited
to: process and electrical test yield results, current process specifications
and conformance to specifications; calibration schedules and logs for equipment;
environmental monitor information for air, gases and DI water; documentation of
operator qualification and training; documentation of traceability through
Fairchild's operation; and Fairchild verification information.
ARTICLE XI
PRODUCT ENGINEERING SUPPORT
Section 11.1 Engineering Cooperation. The Parties will cooperate in
allowing Samsung employees to have reasonable access to the Facilities during
the term of this Agreement (the "Samsung Engineering Team"), in order to assist
in Product developments and improvements. Fairchild will provide reasonable
office space to the Samsung Engineering Team, if required on a temporary basis
not to exceed thirty (30) days per occurrence, at no expense to Samsung. Should
the Samsung Engineering Team require long-term, dedicated office space, Samsung
agrees to pay Fairchild the overhead cost associated with such space. The
Samsung Engineering Team will comply with all applicable Fairchild regulations
in force at the Facilities and Samsung hereby agrees to hold Fairchild harmless
for any damages or liability caused by any member of the Samsung Engineering
Team, which are attributable to (i) the negligence or willful malfeasance of
such member and (ii) any failure by such member to comply with Fairchild's
regulations in force at the Facilities or with applicable law.
Section 11.2 Information. Fairchild shall assist the efforts of the
Samsung Engineering Team and provide Samsung with reasonable and timely support.
Fairchild shall reasonably assist Samsung in any efforts to identify any
reliability problems that may arise in a Product. Samsung shall correct Product
related problems and Fairchild shall correct all process related problems.
ARTICLE XII
TERM AND TERMINATION
Section 12.1 Term. This agreement shall terminate on the third
anniversary of the Closing Date unless earlier terminated as follows:
(a) by mutual written agreement of the Parties; or
(b) at the written election of the non-breaching Party in the event of
a material breach or default by a Party of its obligations hereunder, which
default shall not have been cured within thirty (30) calendar days after
written notice is provided by the non-breaching Party to the
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breaching Party. For purposes of this section, material breach shall mean a
breach that would reasonably be expected to result in a serious adverse effect
on the non-breaching Party's business operations related to the Products.
Section 12.2 Termination. Upon termination of this Agreement, all
rights granted hereunder shall immediately terminate and each Party shall return
to the other Party any property belonging to the other Party which is in its
possession. Nothing in this Article 12 is intended to relieve either Party of
any liability for any payment or other obligations existing at the time of
termination.
Section 12.3 Survival. The provisions of Sections 4, 12.2, 12.3, 13.1,
13.2, 16.4, 16.6, 16.7, 16.8, 16.9, 16.12 and 16.13 shall survive the
termination of this Agreement for any reason.
ARTICLE XIII
CONFIDENTIALITY
Section 13.1 Confidentiality. Samsung and Fairchild agree that any
Confidential Information (as defined in the Confidentiality Agreement executed
between Samsung Electronics Co., Ltd. and Fairchild Semiconductor Corporation on
September 18, 1998) each Party discloses, generates or otherwise acquires under
this Agreement, as the case may be, shall be treated in accordance with the
terms and conditions of the Confidentiality Agreement. Samsung and Fairchild
further agree that, in the event the Confidentiality Agreement expires prior to
termination or expiration of this Agreement, the terms and conditions of the
Confidentiality Agreement shall continue to apply with respect to any
Confidential Information disclosed, generated or otherwise acquired under this
Agreement.
Section 13.2 Ownership and Maintenance of Data. All records, data
files (and the data contained therein), input materials, reports and other
materials provided to Fairchild by Samsung and derivative data computed or
processed therefrom (collectively the "Data") pursuant to this Agreement after
the Effective Date will be the exclusive property of Samsung, and Fairchild
shall not possess any interest, title, lien or right in connection therewith.
Fairchild shall safeguard the Data to the same extent it protects its own
similar materials, but in no case in an unreasonable manner. Data shall not be
used by Fairchild for any purpose other than in support of Fairchild's
obligations hereunder. Neither the Data nor any part thereof shall be disclosed,
sold, assigned leased or otherwise disposed of to third parties by Fairchild or
commercially exploited by or on behalf of Fairchild, its employees or agents. If
a Party determines that it is required to disclose any information pursuant to
applicable law or receives any demand under lawful process to disclose or
provide information of the other Party that is subject to the confidentiality
provisions hereof, such Party shall notify the other Party prior to disclosing
and providing such information and shall cooperate at the expense of the
requesting Party in seeking any reasonable protective arrangements requested by
such other Party. Subject to the foregoing, the Party that receives such request
may thereafter disclose or provide information to the extent required by such
law or by lawful process. Upon termination of this Agreement, Fairchild shall
provide Samsung reasonable access to retained Data for a period not to exceed
three (3) months following said
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termination whereupon, upon Samsung's request, such Data will be transferred to
Samsung at Samsung's cost, except in the event of termination by Samsung under
Section 12.1(b) by reason of Fairchild's material breach, in which case such
transfer will be made at Fairchild's cost.
ARTICLE XIV
REPORTS AND COMMUNICATIONS
Section 14.1 Reports and Communications. Each Party hereby appoints a
program manager whose responsibilities shall include acting as a focal point for
the technical and commercial discussions between them related to the subject
matter of this Agreement, to include monitoring within his or her respective
company the distribution of Confidential Information received from the other
Party and assisting in the prevention of the unauthorized disclosure of
Confidential Information within the company and to third parties (the "Program
Manager"). The Program Managers shall also be responsible for maintaining
pertinent records and arranging such conferences, visits, reports and other
communications as are necessary to fulfill the terms and conditions of this
Agreement. The names, addresses and telephone numbers of the Program Managers
will be communicated between the Parties from time to time.
ARTICLE XV
FORCE MAJEURE
15.1 Force Majeure. (a) A Party is not liable for a failure to
perform any of its obligations under this Agreement insofar as it proves that
the failure was due to force majeure.
(b) Force majeure within Section 17.1 above may result from events
including, but not limited to, (i) war, whether declared or not, riots, acts of
sabotage, explosions, fires, destruction of equipment/machines, or inability to
obtain raw materials, (ii) natural disasters, such as violent storms,
earthquakes, floods and destruction by lightning, (iii) the intervention of any
Governmental Authority, (iv) boycotts, strikes and lock-outs of all kinds and
work-stoppages and (v) any other cause, whether similar or dissimilar to the
foregoing, beyond the control of the Party claiming the benefit.
(c) A Party seeking relief hereunder shall as soon as practicable after
the force majeure and its effects upon its ability to perform became known to it
give notice to the other Party of such force majeure.
ARTICLE XVI
MISCELLANEOUS
Section 16.1 Amendment. This Agreement may not be amended, modified,
superseded, canceled, renewed or extended except by a written instrument signed
by the Party to be charged therewith.
14
<PAGE> 15
Section 16.2 Assignment. This Agreement shall be binding upon and inure
to the benefit of the Parties and their respective successors and assigns;
provided, however, that no Party will assign its rights or delegate its
obligations under this Agreement without the express prior written consent of
each other Party, except that (i) Fairchild may assign its rights hereunder as
collateral security to any bona fide financial institution engaged in
acquisition financing in the ordinary financing to consummate the transactions
contemplated hereby or any bona fide course providing financial institution
engaged in acquisition financing in the ordinary course through which such
financing is refunded, replaced or refinanced and any of the foregoing financial
institutions may assign such rights in connection with a sale of Fairchild in
the form then being conducted by Fairchild substantially as an entirety and (ii)
Samsung and Fairchild each may assign its rights and obligations under this
Agreement to any Entity that succeeds to substantially all of its assets and
liabilities.
Section 16.3 Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by
each of the Parties and delivered to the other Party.
Section 16.4 (a) Governing Law; Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of Korea without
reference to the choice of law principles thereof. Fairchild and Samsung consent
to and hereby submit to the nonexclusive jurisdiction of the Seoul District
Court located in the Republic of Korea in connection with any action, suit or
proceeding arising out of or relating to this Agreement, and each of the Parties
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.
(b) Notwithstanding the foregoing, if the Parties hereto cannot agree
as to any issue set forth in a Notice of Adjustment Dispute or a Notice of
Payment Dispute (each, an "Issue"), the Parties shall resolve their differences
in the following, manner:
(i) Either Party may refer the Issue to arbitration by
Arthur Andersen or any other firm to be mutually
agreed by the Parties ("Arbitrator"), by giving
written notice to the Arbitrator and the other Party.
(ii) Samsung and Fairchild shall each submit a report to
the Arbitrator indicating the proposed resolution of
the Issue within two weeks after the date of the
notice set forth in clause (i) above. If either
Samsung or Fairchild fails to submit such a report
within such period of time, the other Party's report
will be automatically adopted by the Arbitrator.
(iii) The Arbitrator shall select the report which is
closer to the Arbitrator's resolution of the Issue
within one month after the submission of the reports.
15
<PAGE> 16
The Arbitrator shall not make any modifications to
the reports submitted by the Parties, but shall
select one of the reports as is.
(iv) The Parties shall be bound by the report which is
selected by the Arbitrator as the final decision as
to the resolution of any Issue. With respect to any
Issue arising in connection with a Notice of
Adjustment Dispute, any decision made by the
Arbitrator shall take effect retroactively as of the
date the Issue was submitted to arbitration.
(v) For the avoidance of doubt, the Parties agree that
this Agreement shall remain in full force and effect
during any arbitration hereunder.
Section 16.5 Waiver; Effect of Waiver. No provision of this Agreement
may be waived except by a written instrument signed by the Party waiving
compliance. No waiver by any Party of any of the requirements hereof or of any
of such Party's rights hereunder shall release the other Party from full
performance of its remaining obligations stated herein. No failure to exercise
or delay in exercising on the part of any Party any right, power or privilege of
such Party shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege by such Party.
Section 16.6 Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be deemed invalid,
illegal or unenforceable to any extent or for any reason, such provision shall
be severed from this Agreement and the remainder of this Agreement and the
application thereof shall not be affected and shall be enforceable to the
fullest extent permitted by law. A provision which is valid, legal and
enforceable shall be substituted for the severed provision.
Section 16.7 Headings; Definitions. The section and article headings
contained in this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement. All references
to Sections or Articles contained herein mean Sections or Articles of this
Agreement unless otherwise stated.
Section 16.8 Interpretation; Absence of Presumption.
(a) For the purposes hereof, (i) words in the singular shall be held to
include the plural and vice versa and words of one gender shall be held to
include the other gender as the context requires, (ii) the terms "hereof,"
"herein," and "herewith" and words of similar import shall, unless otherwise
stated, be construed to refer to this Agreement as a whole (including all of the
Schedules hereto) and not to any particular provision of this Agreement, and
Article, Section, and Schedule references are to the Articles, Sections,
paragraphs, and Schedules to this Agreement unless otherwise specified, (iii)
the word "including" and words of similar import when used in this Agreement
means "including, without limitation," unless the context otherwise requires or
unless otherwise specified, (iv) the word "or" shalt not be exclusive, (v)
provisions
16
<PAGE> 17
shall apply, when appropriate, to successive events and transactions, and (vi)
all references to any period of days shall be deemed to be to the relevant
number of calendar days.
(b) This Agreement shall be construed without regard to any presumption
or rule requiring construction or interpretation against the Party drafting or
causing any instrument to be drafted.
Section 16.9 Entire Agreement. This Agreement (including agreements
incorporated herein), the Business Transfer Agreement, the Confidentiality
Agreement and the Schedules and Exhibits hereto contain the entire agreement
between the Parties with respect to the subject matter hereof and there are no
agreements, understandings, representations or warranties between the Parties
other than those set forth or referred to herein.
Section 16. 10 Effectiveness. The Parties' obligations under this
Agreement are conditioned upon the Closing, the occurrence of which is subject
to various conditions set forth in the Business Transfer Agreement. This
Agreement shall become operative if and when the Closing occurs and shall be
null and void if the Closing does not occur for any reason.
Section 16.11 Relationship of the Parties. Samsung shall perform its
obligations hereunder as an independent contractor. This Agreement does not
create a fiduciary or agency relationship between Samsung and Fairchild, each of
which shall be and at all times remain independent companies for all purposes
hereunder. Nothing in this Agreement is intended to make either Party a general
or special agent, joint venturer, partner or employee of the other for any
purpose.
Section 16.12 Notices. All notices hereunder shalt be sufficiently
given for all purposes hereunder if in writing and delivered personally, sent by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy or other electronic transmission service to the appropriate addresses
or numbers as set forth below:
Samsung: Samsung Electronics Co., Ltd.
Samsung Main Building
250, 2-Ka, Taepyung-Ro, Chung-Ku
Seoul, Korea
Attn: Director, Legal Department
Telecopy No.: 822-727-7179:
with a copy to:
Bae, Kim & Lee
Hankook Tire Bldg. 647-15
Yoksam-Dong,Kangnam-Gu
Seoul 135-723, Korea
17
<PAGE> 18
Attention: Kap-You Kim
Telecopy No.: 822-3404-0001
or at such other address and to the attention of such other Person as Samsung
may designate by written notice to Fairchild.
Fairchild: Fairchild Korea Semiconductor Ltd.,
82-3, Todang-Dong, Wonmi-Ku,
Bucheon, Kyunggi-Do
Korea
Attention: President
Telecopy No.: 8232-683-1199
Fairchild Semiconductor Corporation
333 Western Avenue, M.S. 01-00
South Portland, Maine 04106
Attention: Daniel E. Boxer
Telecopy No.: (01) 207-761-6020
and to:
Kim & Chang
223 Naeja-Dong Chongro-Ku
Seoul 110-053, Korea
Attention: Y.J. Ro
Telecopy No.: 822-7337-9091
or at such other address and to the attention of such other person as Fairchild
may designate by written notice to Samsung.
Section 16.13 Indemnification
(a) Each Party (the "Indemnifying Party"), at its own expense
and cost, shall defend any suit, claim or legal proceeding against the other
party (the "Indemnified Party") for the infringement of patents or trademark, or
claims based on allegations of copyright, trade secret or other proprietary
right infringement, by the Indemnifying Party. The Indemnifying Party shall pay
all damages and costs which may be awarded against the Indemnified Party because
of such infringement by the Indemnifying Party.
(b) The Indemnifying Party's duties under the immediately
preceding paragraph (a) are conditional upon the Indemnified Party furnishing
the Indemnifying Party prompt written notice of the commencement of any suit or
proceeding or any claim of infringement and a copy of each written communication
relating to the alleged infringement, and giving to the Indemnifying Party
authority and reasonable assistance (at the Indemnifying Party's
18
<PAGE> 19
expense and cost) to defend or settle such law suit, proceeding or claim. The
Indemnifying Party shall not be bound by any settlement made without its prior
consent.
Section 16.14 Specific Performance. The Parties each acknowledge that,
in view of the uniqueness of the subject matter hereof, the Parties would not
have an adequate remedy at law for money damages the event that this Agreement
were not performed in accordance with its terms, and therefore agree that the
parties shall be entitled to specific enforcement of the terms hereof in
addition to any other remedy to which the Parties may be entitled at law or in
equity.
Section 16.15 No Consequential Damages. In no event shall either Party
be liable for any indirect, special, incidental, or consequential damages
resulting from the other Party's performance or failure to perform under this
Agreement, or the furnishing, performance, or use of any goods or services sold
pursuant hereto, whether due to breach of contract, breach of warranty,
negligence or otherwise, regardless of whether the nonperforming Party was
advised of the possibility of such damages or not.
Section 16.16 No Third-Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended to or shall confer on any Person other than the
Parties and their respective successors or assigns any rights (including
third-party beneficiary rights), remedies, obligations or liabilities under or
by reason of this Agreement. This Agreement shall not provide third parties with
any remedy, claim, liability, reimbursement, cause of action or other right in
excess of those existing without reference to the terms of this Agreement.
Section 16.17 Fulfillment of Obligations. Any obligation of any Party
to any other Party under this Agreement, which obligation is performed,
satisfied or fulfilled by an Affiliate of such Party, shall be deemed to have
been performed, satisfied or fulfilled by such Party.
Section 16.18 Publicity. Neither Party shall, without the approval of
the other Party, make any press release or other public announcement concerning
the terms of the transactions contemplated by this Agreement, except as and to
the extent that any such Party shall be so obligated by law or pursuant to a
lawful request of a government agency
19
<PAGE> 20
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duty executed on their behalf as of the date first written above.
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Kim Suk
-----------------------------
Name:
---------------------------
Title:
--------------------------
FAIRCHILD KOREA SEMIC0NDUCTOR LTD.
By: /s/ Joseph R. Martin
-----------------------------
Name: Joseph R. Martin
---------------------------
Title: Exec. V.P.
--------------------------
20
<PAGE> 21
Schedule 1.1
Purchase Price
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Family Product Name Price
--------------------------------
Domestic (Won) Local (US Cent)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IGBT IGBT SDS04U150STU 233.0 23.27
- ----------------------------------------------------------------------------------
IGBT IGBT SDS06U150STU 408.0 27.21
- ----------------------------------------------------------------------------------
IGBT IGBT SDS10U150STU - 36.62
- ----------------------------------------------------------------------------------
MOS FET MOS FET 2N7000TA 78.9 5.96
- ----------------------------------------------------------------------------------
MOS FET MOS FET 2N7002-MTF 75.3 6.06
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF522 239.0 -
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF530 679.0 27.73
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF540 692.1 52.13
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF610 285.0 22.97
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF610A 164.0 18.90
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF610A-TSTU - 16.71
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF610-TSTU - 17.69
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF630 285.7 18.88
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF630A 269.1 14.49
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF630A-TSTU - 17.78
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF630-TSTU - 19.70
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF634A - 22.63
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF640 543.0 35.36
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF640A 433.7 35.59
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF640A-TSTU - 33.22
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF640-TSTU - 34.96
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF650A - 59.05
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF730 381.0 39.45
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF740 675.1 57.78
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF740A 538.8 41.95
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF740A-TSTU - 43.59
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF740-TSTU - 48.31
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF840 720.0 56.52
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRF9610 312.0 22.28
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRFS640A 706.0 27.60
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRFU230A-TLTU 211.0 17.99
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRFU230ATU 211.0 19.16
- ----------------------------------------------------------------------------------
MOS FET MOS FET IRFZ44 752.8 38.99
- ----------------------------------------------------------------------------------
MOS FET MOS FET SFP9630 - 18.23
- ----------------------------------------------------------------------------------
MOS FET MOS FET SFW60N03TM 336.3 -
- ----------------------------------------------------------------------------------
MOS FET MOS FET SSD2003ATF 273.8 21.79
- ----------------------------------------------------------------------------------
MOS FET MOS FET SSD2003TF - 21.68
- ----------------------------------------------------------------------------------
MOS FET MOS FET SSD2101ATF 430.0 34.87
- ----------------------------------------------------------------------------------
MOS FET MOS FET SSH6N80 1223.0 -
- ----------------------------------------------------------------------------------
MOS FET MOS FET SSP5N90 844.6
- ----------------------------------------------------------------------------------
MOS FET MOS FET SSR3055TM 238.0
- ----------------------------------------------------------------------------------
MOS FET MOS FET SSS3N80-YDTU 538.0 -
- ----------------------------------------------------------------------------------
MOS FET MOS FET SSS5N90 754.0 59.99
- ----------------------------------------------------------------------------------
MOS FET MOS FET SSS6N90A 754.0 62.51
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSA1010-Y 384.3 29.89
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE> 22
<TABLE>
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PWR TR PWR TR KSA1156-O-STSTU 124.9 13.35
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSA1220A-Y-S 181.6 12.63
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSA473-Y - 13.48
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSA614-Y-TSTU - 13.78
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSA614-YTU 201.4 13.73
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSA940-TSTU 113.4 12.84
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSB772-Y-STSSTU - 11.43
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC1507-Y-TSTU 178.0 11.68
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC1983 - 13.41
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC2073-H2TSTU - 12.98
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC2335-OTU - 13.60
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC2690A-Y-STSTU - 13.37
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC2690A-Y-TSTU - 12.15
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC3076-Y 380.0
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC3076-YTU 291.8 -
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC3503-D-S 161.8 12.11
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC3503-D-STSSTU 113.0 9.09
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC3503-D-TSSTU 113.0 9.38
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC3552-OTU - 29.59
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC5039FTU - 15.94
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC5042M-STU - 18.80
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC5088-TBTU - 61.67
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC5088TU 645.0 64.90
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC5386-TBTU 534.0 42.82
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC5386TU 534.0 43.00
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC5386-YDTBTU - 45.94
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSC5802-TBTU 611.0 54.19
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD1691-Y 272.0 -
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD288-Y-TSTU 119.0 9.86
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD288-YTU 159.1
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD401-Y 226.4 10.59
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD5072-H1-YDTBTU 540.0 62.68
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD5072-H1YDTU 540.0
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD526-YTU 146.0 15.19
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD560-R 160.0 21.23
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD560-R-TSTU - 19.83
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD5703A-YDTBTU - 50.98
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD5703-YDTBTU - 51.64
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD73-Y 178.2 -
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD73-Y-TSTU - 18.88
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSD73-YTU - 21.99
- ----------------------------------------------------------------------------------
PWR TR PWR TR KSE800-STSSTU - 13.60
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP102 297.7 25.18
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP102-TSTU - 28.50
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP102TU 283.0 25.52
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP112TU 164.0 15.31
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP127 219.0 17.64
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP127TU 233.0 17.09
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP142TU - 45.04
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP29-C-TSTU - 17.58
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP30-C 131.0 18.00
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE> 23
<TABLE>
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PWR TR PWR TR TIP31-C 202.5 16.29
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP31-CTU 217.0 17.09
- ----------------------------------------------------------------------------------
PWR TR PWR TR TIP41-CTU 205.7 18.59
- ----------------------------------------------------------------------------------
S/S TR S/S TR 2N3904TA 21.5 2.08
- ----------------------------------------------------------------------------------
S/S TR S/S TR 2N3904TAM - 1.41
- ----------------------------------------------------------------------------------
S/S TR S/S TR 2N3906TA 22.4 1.47
- ----------------------------------------------------------------------------------
S/S TR S/S TR 2N3906TAM - 1.75
- ----------------------------------------------------------------------------------
S/S TR S/S TR 2N5401C-YTA - 3.12
- ----------------------------------------------------------------------------------
S/S TR S/S TR 2N5551C-YTA - 3.02
- ----------------------------------------------------------------------------------
S/S TR S/S TR 2N6520TA 35.6 3.05
- ----------------------------------------------------------------------------------
S/S TR S/S TR BC327-16TA 32.0 2.28
- ----------------------------------------------------------------------------------
S/S TR S/S TR BC548-CTA - 4.84
- ----------------------------------------------------------------------------------
S/S TR S/S TR BC558-CTA - 2.28
- ----------------------------------------------------------------------------------
S/S TR S/S TR BC807-25-MTF 25.0 2.08
- ----------------------------------------------------------------------------------
S/S TR S/S TR BC848-B-MTF 27.0 -
- ----------------------------------------------------------------------------------
S/S TR S/S TR BC848-C-MTF - 1.39
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA1013-YTA 73.1 4.44
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA1182-Y-MTF 65.0 2.07
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA539-YTA 21.1 1.71
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA539-YTAM 22.0 1.86
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA643-YTA 34.8 2.02
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA708-YTA 34.4 2.93
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA733-YTA 20.8 1.34
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA733-YTAM - 1.61
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA812-G-NMTF 26.6 1.77
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA812-Y-MTF 30.7 1.87
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA916-YTA 73.7 5.64
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSA928A-YTA 76.1 5.10
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSB1116-YTA 39.7 3.18
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSB564A-YTA 41.0 -
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC1008-YTA 31.5 2.17
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC1008-YTAM - 1.98
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC1009-YTA 30.8 2.70
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC1623-G-MTF 26.5 1.84
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC1623-L-MTF - 1.54
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC1623-Y-MTF 22.8 1.75
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC2316-YTA 74.6 5.78
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC2328A-YTA 72.9 4.84
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC2330-RTA - 4.48
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC2330-Y-H2TA 77.1 4.40
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC2331-YTA 44.4 3.31
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC2982-BTF - 10.85
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC5019-MTA 66.0 6.68
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC815-YTA 22.2 1.48
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC815-YTAM - 1.46
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC945-YTA 20.5 1.37
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSC945-YTAM - 1.35
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSD1616A-YTA 61.0 -
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSD1616-YTA 61.0 3.27
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSD471A-YTA 37.3 2.47
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSP10TA - 2.83
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE> 24
<TABLE>
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
S/S TR S/S TR KSP2222ATA 24.7 1.90
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSP2222ATAM - 2.19
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSP27TA - 2.73
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSP2907ATA 24.8 1.80
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSP42TA 47.1 1.96
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSP42TAM - 1.85
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSP44TA 41.7 3.65
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSP56TA - 4.42
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSP77TA - 3.56
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSP92TA 41.0 4.05
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSRI001TA 20.7 1.37
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1001TAM - 1.23
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1002TA 27.0 1.52
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1003TA 27.0 1.70
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1004TA 17.0 1.36
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1004TAM - 1.30
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1005TAM 21.0 -
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1009TA 26.7 1.46
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1010TA 27.0 1.70
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1010TAM 27.0 1.43
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1012TA 27.0 1.72
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1101-MTF 26.2 1.97
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1102-MTF 22.6 2.71
- ----------------------------------------------------------------------------------
S/S TR SIS TR KSR1104-MTF 30.4 2.04
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1110-MTF 29.2 -
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR1202TA 25.0 1.47
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR2001TA 25.8 1.42
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR2002TA 24.9 1.44
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR2002TAM - 1.86
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR2004TA 27.0 1.36
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR2005TA 20.5 -
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR2010TA 27.0 1.77
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR2101-MTF 22.2 1.64
- ----------------------------------------------------------------------------------
S/S TR S/S TR KSR2102-MTF 22.3 -
- ----------------------------------------------------------------------------------
S/S TR S/S TR KST14-MTF 36.0 3.09
- ----------------------------------------------------------------------------------
S/S TR S/S TR KST2222A-MTF 24.7 2.07
- ----------------------------------------------------------------------------------
S/S TR S/S TR KST2907A-MTF 25.7 2.17
- ----------------------------------------------------------------------------------
S/S TR S/S TR KST3904-MTF 26.1 2.08
- ----------------------------------------------------------------------------------
S/S TR S/S TR KST3906-MTF 28.8 2.14
- ----------------------------------------------------------------------------------
S/S TR S/S TR KST4403-MTF 34.0 2.73
- ----------------------------------------------------------------------------------
S/S TR S/S TR KST5401-MTF 33.8 2.34
- ----------------------------------------------------------------------------------
S/S TR S/S TR SS9012-GTA - 1.99
- ----------------------------------------------------------------------------------
S/S TR S/S TR SSD1001-NTF - 8.53
- ----------------------------------------------------------------------------------
S/S TR S/S TR SSD1001TF - 8.71
- ----------------------------------------------------------------------------------
S/S TR S/S TR SSD1002-NTF - 8.53
- ----------------------------------------------------------------------------------
S/S TR S/S TR SSD1002TF 107.0 8.68
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA1458D 128.0 -
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA1458DTF 175.0 -
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA2904 199.7 16.89
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA2904DTF 190.2 12.71
- ----------------------------------------------------------------------------------
INDUSTRIAL COMPARATOR KA311DTF 205.5 17.97
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE> 25
<TABLE>
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INDUSTRIAL REGULATOR KA317TU 263.3 23.78
- ----------------------------------------------------------------------------------
INDUSTRIAL COMPARATOR KA319 217.0 18.47
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA324 141.2 10.20
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA324DTF 150.6 10.26
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA33VTA 68.0 5.94
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA358 128.4 9.12
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA358ADTF 136.0 10.10
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA358DTF 139.3 11.62
- ----------------------------------------------------------------------------------
INDUSTRIAL PWM IC KA3842BD 344.1 41.09
- ----------------------------------------------------------------------------------
INDUSTRIAL PWM IC KA3843B 408.0 19.61
- ----------------------------------------------------------------------------------
INDUSTRIAL PWM IC KA3882 408.0 20.60
- ----------------------------------------------------------------------------------
INDUSTRIAL PWM IC KA3882C 314.5 21.46
- ----------------------------------------------------------------------------------
INDUSTRIAL PWM IC KA3883C 408.0 21.23
- ----------------------------------------------------------------------------------
INDUSTRIAL COMPARATOR KA393 141.9 10.53
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA431AZ 129.5 10.76
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA431AZTA 119.9 7.91
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA431DTF 128.3 8.10
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA431LZTA - 11.31
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA431ZTA 109.3 8.48
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA4558 125.9 9.09
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA4558DTF 140.1 11.40
- ----------------------------------------------------------------------------------
INDUSTRIAL OP AMP KA5532 200.4 18.36
- ----------------------------------------------------------------------------------
INDUSTRIAL TIMER KA555DTF 204.0 -
- ----------------------------------------------------------------------------------
INDUSTRIAL TIMER KA556 141.5 18.11
- ----------------------------------------------------------------------------------
INDUSTRIAL MISCELLANEOUS KA7533ZTA 101.4 6.43
- ----------------------------------------------------------------------------------
INDUSTRIAL MISCELLANEOUS KA7545ZTA 141.9 8.49
- ----------------------------------------------------------------------------------
INDUSTRIAL PWM IC KA7552 581.1 39.97
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7630 - 39.17
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7630-TS - 41.19
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7631-TS - 44.46
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7805ATU 157.4 12.78
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7805-TSTU 142.8 12.74
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7805TU 152.4 12.19
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7806-TSTU - 11.77
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7808-TSTU - 11.76
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7808TU 132.8 13.14
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7809 157.6 10.98
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7809-TSTU 160.0 11.93
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7809TU 160.4 12.15
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7812-TSTU 182.0 12.39
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7812TU 137.8 12.81
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7815-TSTU - 15.19
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7815TU 156.4 12.23
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7818ATU 155.0 16.06
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7824TU 135.5 16.63
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA78L05AZTA 125.3 8.01
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA78L09AZTA 128.7 9.09
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA78L12AZTA 117.9 9.78
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA78M05RTF 241.7 -
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA78M05RTM 189.9 18.08
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA78R05-STU 417.2 24.04
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE> 26
<TABLE>
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INDUSTRIAL REGULATOR KA78R09TU - 23.76
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA78RI2-STU 424.6 23.95
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA78R33 490.2 -
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7905-TSTU - 16.31
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA7906TU - 14.86
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA79L05AZ 134.3 11.01
- ----------------------------------------------------------------------------------
INDUSTRIAL REGULATOR KA79L05AZTA 129.2 10.00
- ----------------------------------------------------------------------------------
INDUSTRIAL MISCELLANEOUS KS7745GZTA 133.0 14.68
- ----------------------------------------------------------------------------------
MOTOR HDD KA2811C 1343.0 108.49
- ----------------------------------------------------------------------------------
MOTOR HDD KA2811C-01 - 110.99
- ----------------------------------------------------------------------------------
MOTOR CD-ROM KA3011BDTF - 43.20
- ----------------------------------------------------------------------------------
MOTOR CD-ROM KA3011DTF - 46.80
- ----------------------------------------------------------------------------------
MOTOR CD-ROM KA3012DTF 668.7 51.58
- ----------------------------------------------------------------------------------
MOTOR VCR KA3082B 353.0 15.04
- ----------------------------------------------------------------------------------
MOTOR VCR KA8301-L 308.2 22.01
- ----------------------------------------------------------------------------------
MOTOR CD-ROM KA92S0D-STF - 62.02
- ----------------------------------------------------------------------------------
MOTOR CDP KA9258DTF 731.3 61.05
- ----------------------------------------------------------------------------------
SPS SPS KAIL0380R-YDTU 1179.3 86.15
- ----------------------------------------------------------------------------------
SPS SPS KAIL0380-YDTU - 65.36
- ----------------------------------------------------------------------------------
SPS SPS KA2S0680B-YDTU - 117.23
- ----------------------------------------------------------------------------------
SPS SPS KA2S0880B-YDTU - 118.53
- ----------------------------------------------------------------------------------
SPS SPS KA2S0880-YDTU 1952.0 129.76
- ----------------------------------------------------------------------------------
SPS SPS KA3S0680RB-YDTU - 121.11
- ----------------------------------------------------------------------------------
SPS SPS KA3S0680PFB-YDTU 1698.0 117.49
- ----------------------------------------------------------------------------------
SPS SPS KA3S0765RF-YDTU - 112.39
- ----------------------------------------------------------------------------------
SPS SPS KA3S0880RB-YDTU - 126.88
- ----------------------------------------------------------------------------------
SPS SPS IKA3SI265R-YDTU - 138.68
- ----------------------------------------------------------------------------------
</TABLE>
<PAGE> 27
Schedule 6.1(a)
1. Sample: WSTS Publications
[To be discussed: Copyright warning from WSTS]
2. Product Category Classification
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
WSTS SAMSUNG
- --------------------------------------------------------------------------------
Family Family Sub-family
- --------------------------------------------------------------------------------
<S> <C> <C>
BIPOLAR SMALL SIGNAL TRANS S/S TR S/S TR
- --------------------------------------------------------------------------------
REGULAR POWER TRANSISTORS PWR TR PWR TR
- --------------------------------------------------------------------------------
FIELD EFFECT GEN PURP TRANS MOS FET MOS FET
- --------------------------------------------------------------------------------
INSULATED GATE BP IGBT IGBT
- --------------------------------------------------------------------------------
INTERFACE INTERFACE INTERFACE
- --------------------------------------------------------------------------------
AMPLIFIERS INDUSTRIAL OP AMP
- --------------------------------------------------------------------------------
REGULATOR & REF
VOLTAGE REGULATORS & REF INDUSTRIAL -------------------
PWM IC
- --------------------------------------------------------------------------------
COMPARATOR
-------------------
COMPARATORS INDUSTRIAL TIMER
-------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
HDD
-------------------
CD-ROM
-------------------
Other Linear MOTOR VCR
-------------------
CDP
-------------------
FDD
- --------------------------------------------------------------------------------
FIELD EFFECT GEN PURP TRANS SPS(60%): MOS FET
- ----------------------------- SPS -------------------
VOLTAGE REGULATORS & REF SPS(40%): PWM IC
- --------------------------------------------------------------------------------
*Product category classification shall be consistent with Samsung's Past Practices.
</TABLE>
<PAGE> 1
EXHIBIT 10.40
EXECUTION COPY
Foundry Sale Agreement
This Foundry Sale Agreement ("Agreement") is made and entered into this
13th day of April, 1999 (the "Effective Date") by and between Samsung
Electronics Co., Ltd., a corporation organized under the laws of the Republic of
Korea ("Samsung"), and Fairchild Korea Semiconductor Ltd., a corporation
organized under the laws of the Republic of Korea ("Fairchild"). Either Samsung
or Fairchild may be referred to herein as a "Party" or together as the
"Parties," as the case may require.
RECITALS
WHEREAS, Samsung and Fairchild Semiconductor Corporation have entered into
a certain business transfer agreement dated as of December 20, 1998 ("Business
Transfer Agreement") and Fairchild Semiconductor Corporation has assigned its
rights thereunder to Fairchild, pursuant to which Fairchild will acquire all of
the Conveyed Assets and assume all of the Assumed Liabilities (each as defined
in the Business Transfer Agreement) upon the terms and conditions set forth in
the Business Transfer Agreement; and
WHEREAS, after the closing of the transactions contemplated by the
Business Transfer Agreement (the "Closing"), Fairchild will own and operate the
Facilities (as defined below); and
WHEREAS, Samsung and Fairchild desire to enter into an agreement as
contemplated and required by the Business Transfer Agreement whereby Fairchild
will provide certain foundry services, including fabrication services and sort
and test services, to Samsung at the Facilities following the Closing, in
accordance with the terms and conditions of this Agreement; and
WHEREAS, the execution and delivery of this Agreement is required by the
Business Transfer Agreement and is a condition to the closing of the
transactions contemplated thereunder.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and undertakings contained herein, the Parties, intending to be legally bound
hereby, do agree as follows:
1. DEFINITIONS
Unless otherwise defined herein, capitalized terms used herein shall have
the meaning
<PAGE> 2
ascribed to such term in the Business Transfer Agreement.
1.1 "Acceptance Criteria" shall mean the electrical parameter testing,
process control monitor ("PCM"), device parameters and characteristics related
to product reliability and other inspections for each Product and/or Process as
set forth in Schedule 1. 1, all of which are to be performed by Fairchild prior
to shipment of Wafers hereunder.
1.2 "Facilities" shall mean the existing wafer fabrication and sort and
test facilities located at Bucheon, Kyungki-Do, the Republic of Korea,
transferred to Fairchild from Samsung pursuant to the Business Transfer
Agreement.
1.3 "Multimedia Products" shall mean those Samsung proprietary
semiconductor products designed, marketed, manufactured, under design or
development or sold mainly for the purpose of utilizing for audio, video,
communications devices, which are set forth in Schedule 1.3
1.4 "Past Practices" shall mean the practices of Samsung's foundry sales
division at the Facilities and the Business occurring during calendar year 1998,
including, without limitation, practices relating to SPC data, yield data, 8D
reports, technical analysis, PQA support, failures analysis, quality surveys,
customers, sort yields, sort yields and reliability data.
1.5 "Processes" shall mean those Samsung proprietary wafer manufacturing
processes and associated unit processes to be used in the fabrication of Wafers
hereunder, which are set forth in Schedule 1.6.
1.6 "Products" shall mean, among the Multimedia Products, such products as
will be manufactured, sorted and tested by Fairchild in Wafer form for Samsung
hereunder and identified by Samsung's part numbers listed in Schedule 1.6, which
Schedule may be amended from time to time as the Parties may agree.
1.7 "Profits" means, with respect to any Product, the number of such
Products ordered multiplied by the profit figure set forth opposite such Product
in Schedule 6. 1.
1.8 "Quality and Reliability Criteria" shall mean Samsung's manufacturing
process quality and reliability specifications, as set forth in the Samsung
specifications which is in effect as of the Effective Date, and which are to be
followed by Fairchild in manufacturing Wafers hereunder.
1.9 "Wafers" shall mean four-inch (4") and/or five-inch (5") silicon
wafers for any of the Products to be manufactured, sorted and tested by
Fairchild hereunder.
2. INTELLECTUAL PROPERTY/NON-COMPETE
2.1 Except as provided below, the provisions of the Intellectual Property
License Agreement will govern all issues related to the respective Intellectual
Property of the Parties hereunder.
2
<PAGE> 3
2.2 All manufacturing and sorting and testing of Wafers shall take place
at the Facilities. Fairchild shall not transfer any Samsung-owned Intellectual
Property or technical information outside of the Facilities or to any other
site, other than as may be permitted pursuant to the Intellectual Property
License Agreement or by the prior written consent of Samsung.
2.3 During the term of this Agreement, including all extensions hereto,
Fairchild will not develop, manufacture (except for Samsung hereunder), market
or sell any integrated circuit that has substantially the same specifications as
any Product.
2.4 Fairchild agrees that for a period of five (5) years after the
Effective Date (the "Restricted Period"), (i) Fairchild and its directors,
officers, employees or agents (whether individually or as a consultant, partner,
owner or stockholder of an Entity) will not engage directly or indirectly in
competition with the sales of the Products and (ii) no Affiliate of Fairchild,
or any of their respective directors, officers, employees or agents (whether
individually or as a consultant, partner, owner or stockholder of an Entity),
will engage directly or indirectly in competition with the sales of the Products
in Korea.
3. PROCESSES AND SORT AND TEST PROGRAMS
3.1 The Processes may be amended from time to time by mutual agreement in
writing of the Parties, as new Processes are developed and older Processes
become obsolete.
3.2 After qualification is successfully completed for any Product to be
manufactured under this Agreement, if Fairchild desires to make material changes
to any of the Processes affecting form, fit or function, Fairchild shall notify
Samsung in writing of the intended changes prior to making such changes. If the
proposed changes are unacceptable to Samsung, Samsung and Fairchild shall work
together to resolve the problem and qualify the changed Process for making
Wafers. If the Parties are unable to resolve the problem, Fairchild shall
continue to run the unmodified Process to supply Wafers pursuant to this
Agreement.
3.3 Should Fairchild elect to discontinue a Process, it must give Samsung
written notice of no less than twelve (12) months prior to the date it intends
to discontinue any Process, or its future amended form. In no event, however,
shall Fairchild discontinue any Process during the first twenty-four (24) months
of this Agreement unless Samsung agrees.
3.4 On initial production of new Products, Samsung shall provide to
Fairchild sort and test programs, including probe cards, load cards, tester and
test hardware and software, prepared, owned by and otherwise proprietary to
Samsung in order that Fairchild may provide wafer sort and test services. Prior
to the production of a Wafer type, Samsung shall at its expense develop and
provide to Fairchild the probe cards, load cards and test software necessary to
perform the sort and test services for such Wafer type. After the commencement
of production of such Wafer type by Fairchild, Fairchild shall provide at its
expense any supplemental probe cards, load cards or test software consistent
with Samsung's technology required to complete the performance of the sort and
test services for the Wafer type.
3
<PAGE> 4
3.5 Samsung shall have the right, in its sole discretion, to establish an
alternative source of foundry for any Process and/or sort and test; provided
that it continues to satisfy its payment obligations hereunder. In support of
any Process and/or sort and test transfer required to establish such alternate
source, Fairchild shall make available to Samsung process characterization data,
where such data exists at the time of such request, and all applicable
manufacturing specifications, including run cards and complete unit process
specifications for the Processes and all sort and test programs. In further
support of such transfer, Samsung may contract with Fairchild, at a cost to be
negotiated in good faith, for up to thirteen (13) man weeks of engineering
services. If such services are required away from the Facilities, Samsung shall
also pay reasonable travel and per diem expenses for the Fairchild engineers
providing such services.
4. EXISTING PRODUCTS; SET UP AND QUALIFICATION OF NEW PRODUCTS; AND
MODIFICATION OF EXISTING PRODUCTS
4.1 For each new Product that Samsung proposes to have Fairchild
manufacture, Samsung shall provide to Fairchild in advance the specifications
and design layout of the Product for review and comment by Fairchild. The
Parties shall also agree on the Acceptance Criteria and Quality and Reliability
Criteria for the prototype Wafers to be manufactured for the new Product during
the qualification process.
4.2 An initial data base for mask generation or pattern generation, or
acceptable production masks will be provided by Samsung to Fairchild, at
Samsung's expense, for each new Product to be fabricated for Samsung. In the
alternative, Samsung may provide Fairchild with prime die design data, and
Fairchild will provide the manufacturing data, such as test patterns and
alignment keys, and procure the mask set at Samsung's expense. After receipt of
the initial data base, or pattern generation tape, or master or sub-master mask
set, copy and/or replacement mask sets shall be the responsibility and expense
of Fairchild. All such data bases, pattern generation tapes and mask sets shall
be the property of Samsung, regardless of whether they were initially supplied
by Samsung or replaced by Fairchild.
4. 3 As soon as practicable following agreement on the items in Section
4.1 above, and following receipt of a written purchase order from Samsung,
Fairchild will begin manufacture of twelve (12) prototype Wafers for such
Product as is specified in the purchase order. Fairchild will perform the
electrical testing specified in the initial Acceptance Criteria and supply the
test data to Samsung with the prototype Wafers. Fairchild's obligation shall be
limited to providing the prototype Wafers that meet the applicable PCM
specifications and the associated test data. Samsung will promptly inspect the
prototype Wafers and notify Fairchild in writing of the results. If the
prototype Wafers do not meet the Acceptance Criteria and Quality and Reliability
Criteria, the Parties will cooperate in good faith to determine the reason for
such failure.
4.4 In connection with the completion of the qualification process for any
new Product, Samsung will deliver to Fairchild final specifications for the
Product incorporating any changes agreed in writing by the Parties during the
qualification process. The Parties will also
4
<PAGE> 5
negotiate for each Product the final Acceptance Criteria and Quality and
Reliability Criteria to be used for the commercial production lots of Wafers.
4.5 Unless otherwise agreed in writing, production quantities of Wafers of
a new Product will not be manufactured prior to completion of the qualification
process under this Article 4. In the event that Samsung desires for Fairchild to
manufacture production quantities, the Parties will agree in writing on the
terms before Fairchild accepts the purchase order.
4.6 If either Samsung or Fairchild desires to make any changes to the
final specifications, Acceptance Criteria or Quality and Reliability Criteria
for any existing Product, that Party shall notify the other Party in writing and
negotiate the changes in good faith, including any changes in prices required by
such modifications. A modification to any of the foregoing will be binding only
when a writing to which such modification is attached and has been signed by
both Parties as provided in this Agreement. The Parties will separately
negotiate the price and terms of any prototype Wafers required in connection
with such changes.
4.7 Fairchild may, at its discretion, declare a Product or Process
obsolete if such Product or Process has not been run in production for a minimum
of six (6) months. Fairchild must provide Samsung with twelve (12) months prior
written notice of an obsolescence declaration. Within thirty (30) days after
completing production of Samsung's order for an obsoleted product, Fairchild
shall return all data bases and masks for such Product to Samsung at Samsung's
expense.
5. CAPACITY; PURCHASE ORDERS; FORECASTS; AND PRODUCTION PLANNING
5.1 Schedule 5.1 sets forth Fairchild's assured capacity by year for the
foundry of the Products during the term of this Agreement (the "Fairchild's
Assured Capacity"). Fairchild's Assured Capacity shall distinguish the
difference in the volume of the Products to be fabricated, sorted and tested by
Fairchild and the volume of the Products to be sorted and tested by Samsung at
its Kiheung facilities pursuant to Section 6.1 hereof. To order the Products for
each year beyond Fairchild's Assured Capacity, Samsung shall obtain the prior
written consent from Fairchild. Additional Capacity shall be provided in such
quantities and on terms mutually agreeable to the Parties.
5.2 If Fairchild is unable to fulfill any order for the Products given by
Samsung within Fairchild's Assured Capacity, then the Profit that Fairchild
would have received had Fairchild fulfilled such order, as calculated pursuant
to Section 6. 1, shall be included in Fairchild's aggregate Profit for the
purposes of determining the Committed Profit (as defined in Section 6.1) with
respect to the applicable Annual Period.
5.3 To place orders for the Products, Samsung shall submit on or before
the tenth (10th) day prior to the end of each month (i) written purchase orders
with reasonable lead time to Fairchild describing the quantity and type of the
Products and shipping and invoicing
5
<PAGE> 6
instructions requested by Samsung for delivery the following month (the
"Delivery Period"), and (ii) a rolling forecast of its expected Products
quantity requirements by Wafer type and shipping and invoicing instructions for
the next two (2) months after the Delivery Period (the "Forecast Period").
Purchase orders and forecasts shall be sent by registered mail or facsimile
followed by mail. By written agreement of the Parties, purchase orders and
forecasts may be sent and acknowledged by electronic data exchange or other
mutually satisfactory system. Fairchild's acceptance of purchase orders shall be
provided by a written or electronic form.
5.4 Within three (3) working days after receipt of Samsung's purchase
orders and forecasts, Fairchild shall provide Samsung with a Product delivery
schedule on a twice per week (Monday and Friday) basis for the Delivery Period
and weekly basis for the Forecast Period. Should Fairchild not provide such a
Product delivery schedule within three (3) working days after receipt of
Samsung's purchase orders and forecasts, Fairchild shall be deemed to have
accepted Samsung's delivery dates indicated on the purchase orders and
forecasts.
5.5 Samsung, may, up to and including the last day prior to commencement
of the manufacturing of the Wafers, change the mix of quantities of types
described in the purchase orders for the Delivery Period within +/- 10% by
written notice to the extent the whole volume is consistent with that of the
purchase orders for the Delivery Period. So long as such revised purchase orders
are within the permitted changes set forth in this Section 5.5, Fairchild shall
be deemed to have accepted such revised purchase orders. Fairchild shall use its
Best Efforts following commencement of the manufacturing of the Wafers to
accommodate requests to change the mix among the mask options.
5.6 Samsung may change the forecast for any month in accordance with the
following table, provided that the maximum request of Samsung shall not exceed
Fairchild's Assured Capacity. Any changes outside of those permitted under the
following table must be by written agreement of the Parties.
Monthly Period in
the Forecast Permitted Changes
------------ -----------------
First No change permitted
Second +/- 10%
Third +/- 15%
5.7 In the event of any conflict between the terms and conditions of this
Agreement and a Party's purchase order, acknowledgment, or similar forms, the
Parties shall attempt to resolve such conflict in good faith.
5.8 Consistent with standard practices of issuing specific device level
details of part numbers to be fabricated on a weekly or periodic basis, Samsung
may unilaterally change the part number to be manufactured, provided that
Fairchild agrees that the change does not negatively impact Fairchild's
loadings and provided further that there is no significant change in the
Process flow to be used. All costs and expenses of such a change shall be borne
by
6
<PAGE> 7
Samsung. A change that will negatively impact loading or alter the Process flow
may only be directed upon Fairchild's written agreement, which shall use its
best efforts to comply with such requested change. The specific part number
detail shall be submitted by registered mail or facsimile followed by mail. By
written agreement of the Parties, specific part number detail may also be sent
by electronic data exchange, or other mutually satisfactory system.
5.9 Subject to the business requirements of both Parties, the Parties
agree to use their Best Efforts, consistent with Past Practices, to promptly
accommodate requests for urgent services or deliveries hereunder.
5.10 Fairchild may manufacture lots of any size which satisfy the
requirements of effective manufacturing. However, Samsung must place orders for
full flow and prototype Products in increments of twelve (12) or twenty-four
(24) Wafers.
6. PRICES AND PAYMENT
6.1 As part of the collateral transactions contemplated under the Business
Transfer Agreement, the Parties have agreed that (i) the total price per Product
(the "Total Price") payable by Samsung to Fairchild under this Agreement shall
be the price (with respect to tested and untested Wafers) set forth under the
heading Total Price in Schedule 6.1 and (ii) the Total Price shall be binding
until the aggregate Profit of Fairchild received from Samsung (including amounts
paid pursuant to Section 6.5(a)) has reached the aggregate Committed Profit for
all annual periods (the "Expiration Date").
For purposes of this Agreement, subject to Section 6.5(b), the "Committed
Profit" for (i) the period commencing on the Closing Date and ending on the
first anniversary of the Closing Date (the "First Period") shall be 27.7 billion
Korean Won, (ii) the period commencing on the day following the First Period and
ending on the second anniversary of the Closing Date (the "Second Period") shall
be 17.3 billion Korean Won and (iii) the period commencing on the day following
the Second Period and ending on the third anniversary of the Closing Date (the
"Third Period"; the First Period, the Second Period and the Third Period each
being referred to as an "Annual Period") shall be 8.7 billion Korean Won.
After the Expiration Date, the new price per Wafer shall be agreed between
the Parties.
In the event that Fairchild cannot complete each of the required foundry
steps for any reason whatsoever, Fairchild may request Samsung to perform the
unfinished steps at a Samsung facility. If Samsung, agrees to provide such
services to Fairchild, all costs relating to such services, based on Schedule
6.1, shall be credited against the Total Price payable by Samsung. If Samsung
does not agree to provide such services, Fairchild shall use it best efforts to
perform the unfinished steps with a higher priority placed on Samsung's products
than that placed on Fairchild's own products.
6.2 Prices are quoted and shall be paid in Korean Won. Payment terms are
net 30 days from the date of tax invoice. Such prices shall be on a CIF
Samsung's Onyang plant
7
<PAGE> 8
basis.
6.3 Samsung shall pay, in addition to the prices quoted or invoiced, the
amount of any special handling charges if such charges were paid by Samsung (but
not by the Business) in Past Practices. Samsung shall also pay all sales, use,
VAT, excise or other similar tax applicable to the sale of goods or provision of
services covered by this Agreement, or Samsung shall supply Fairchild with an
appropriate tax exemption certificate.
6.4 If Samsung fails to make any payment due hereunder by the date it is
due, Samsung shall pay to Fairchild, in addition to the amount of such payment
due, a late charge of one-twentieth of one percent (1/20%) of the outstanding
amount per day from the due date of the payment until finally paid.
6.5 (a) In the event that the actual Profit realized by Fairchild during
any Annual Period is less than the Committed Profit for such Annual Period,
Samsung shall pay to Fairchild an amount equal to the Committed Profit for such
Annual Period, less an amount equal to the actual Profit realized by Fairchild
during such Annual Period. Any payment made under this Section 6.5 shall be made
in a manner consistent with all other payments to be made by Samsung, hereunder.
(b) In the event that the actual Profit realized by Fairchild during any
Annual Period exceeds the Committed Profit for such Annual Period (such
difference being referred to as the "Excess Profit"), the Committed Profit for
the subsequent Annual Period shall be reduced by an amount equal to such Excess
Profit.
6.6 Should Samsung terminate any order prior to process completion,
Samsung shall be charged a prorated portion of the full price of such Product
subject to a negotiated adjustment, based on the process termination point,
including handling incurred by Fairchild in processing the total quantity
started in production. To the extent that any such prorated portion is comprised
of Profit, such Profit shall be included for purposes of determining the
Committed Profit with respect to the applicable Annual Period.
6.7 For Products not reflected in Schedule 6.1, terms shall be on an
individual purchase order basis at prices to be negotiated by the Parties;
provided, however, that for Products not reflected in Schedule 6.1 but which
were provided in Past Practices, the Parties shall negotiate in good faith to
determine prices for such Products using a methodology consistent with that used
to determine the prices set forth in Schedule 6.1.
7. OTHER SERVICES
In support of the Processes and to the extent consistent with Past Practices,
Fairchild shall make available design support information including the
following items:
(a) Layout design rules.
(b) Industry standard models for active devices and passive devices and
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<PAGE> 9
parasitic elements, such as interconnect resistances and capacitances, sheet
resistivities of all conducting layers, parasitic capacitances for diffused
areas, and so forth, including additional elements or devices intended for
mixed-signal applications.
(c) Process cross sections, if not already available at Samsung.
(d) Sufficient sizing and PCM information to assure the integrity of
Wafers ordered in support of Products to be manufactured.
(e) Yield models plus applicable current and forecast parameters such as
Ys and Do for those models.
This information should be in the form of at least one controlled paper
copy or electronic access to a controlled copy. Samsung, at its discretion, may
request a controlled electronic copy of the required information in lieu of the
paper copy. Fairchild shall, to the extent consistent with Past Practices,
provide the foregoing services at no charge to Samsung limited to those
engineering services performed as of the Effective Date.
8. DELIVERY; RESCHEDULING AND CANCELLATION
8.1 Fairchild shall deliver Products on the delivery dates agreed to by
the Parties. For each order, delivery of 90% or more of the volume of each
Product published in such order, made within -3/+3 days of the delivery date(s)
agreed to by the Parties, shall constitute timely delivery. Delivery will be CIF
Samsung's Onyang Plant. Delivery shall be deemed to be made and risk of loss and
title shall pass to Samsung when shipment is made to a carrier. In the event
that late deliveries equal or exceed 10% of any weekly total of orders,
Fairchild shall expedite its production, at its best cycle-turnaround time, to
make such deliveries.
8.2 If Fairchild fails to timely deliver a Product in accordance with
Section 8.1, Samsung shall have the right, in its sole discretion, to cancel all
or any part of the purchase order pertaining to such Product. Any obligation of
Samsung under any commitment to Fairchild under this Agreement associated with
such cancelled purchase order shall be discharged in full and Samsung shall have
no liability whatsoever to Fairchild therefor. Profit that would have been
realized by Fairchild but for such late delivery and cancelled order shall be
included for purposes of determining the Committed Profit with respect to the
applicable Annual Period.
8.3 All Products delivered pursuant to the terms of this Agreement shall
be suitable, packed for shipment in containers specified by Samsung, marked for
shipment to Samsung's address set forth in the applicable purchase order and
delivered to a carrier or forwarding agent chosen by Samsung. Should Samsung
fail to designate a carrier, forwarding agent or type of conveyance, Fairchild
shall make such designation in conformance with its standard shipping practices.
Delivery will be CIF Samsung's Onyang Plant. Delivery shall be deemed to be made
and risk of loss and title shall pass to Samsung when shipment is made to a
carrier. Shipments will be subject to incoming inspection as set forth in
Section 11.1.
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<PAGE> 10
8.4 To facilitate the inspection of Product deliveries to Samsung, lot
integrity shall be maintained on all such deliveries, unless specifically waived
by mutual agreement of the Parties.
8.5 Subject to the provisions of Section 5 and its other obligations
hereunder, Samsung may cancel any purchase order upon 30 days written notice
prior to the commencement of manufacturing without charge, provided that Samsung
reimburses Fairchild for labor costs actually incurred by Fairchild and the
cost of any raw materials purchased for such order to the extent such raw
materials are not used for any other products. Any reimbursement pursuant to
this Section 8.5 shall not be included for purposes of determining the Committed
Profit with respect to any Annual Period.
8.6 Samsung may request that Fairchild stop production of Wafers in
process for Samsung's convenience, and Fairchild shall consider stopping
depending on the point of process. In such event, Samsung shall pay for all
Wafers at the agreed price, subject to a negotiated adjustment based upon the
degree of completion of the Wafers and whether or not Fairchild is able to use
the unfilled capacity. Fairchild shall, if reasonably practicable, restart
production of stopped Wafers within a reasonable time after receipt of a written
request from Samsung, subject to Samsung's payment of any additional expenses
incurred.
8.7 In the event that Samsung elects to maintain an inventory of partially
finished Wafers, ownership of the partially finished Wafers shall pass to
Samsung when they reach the holding point defined by the relevant Process flow.
Fairchild shall invoice Samsung for such Wafers, but they shall be stored under
clean-room conditions and remain in the Wafer processing WIP management system.
Fairchild shall inform Samsung of the number and types of these Wafers remaining
in inventory at the end of each month. Further, the electronic records and
physical inventory shall be available for inspection by Samsung, at any time.
Fairchild shall credit Samsung with the amount previously invoiced for any such
Wafers at such time as they are restarted in the Process flow.
8.8 As of 12:01 A.M. on the Effective Date, Samsung will own all Wafers
located at the Facilities which Samsung has commenced processing but which have
not yet been completed in accordance with the pertinent Process flow. Unless
expressly directed in writing by Samsung otherwise, Fairchild shall continue to
process each Wafer to a normal state of completion. For each such Wafer, Samsung
shall pay Fairchild the Total Price, prorated to reflect additional processing
taking place on and after the Effective Date; provided, however, that to the
extent that any such prorated portion is comprised of Profit, such Profit shall
be included for purposes of determining the Committed Profit with respect to the
applicable Annual Period. The provisions of Articles 9, 10 and 11 shall
specifically apply to all such Wafers.
9. QUALITY CONTROL; INSPECTION; AND RELIABILITY
9.1 Fairchild shall manufacture Wafers in accordance with the relevant
Quality and Reliability Criteria and sort and test Wafers in accordance with the
sort and test programs. Prior to shipment, Fairchild shall perform the
electrical parameter testing and other inspections
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<PAGE> 11
specified to be performed by it in the applicable Acceptance Criteria on each
Wafer lot manufactured. Fairchild shall only ship those Wafer lots that
successfully pass the applicable Acceptance Criteria. Fairchild shall, to the
extent consistent with Past Practices, provide Samsung with the electrical test
data specified in the applicable Acceptance Criteria. Wafers shall be laser
scribed with lot and wafer number for statistical monitoring and lot number
traceability.
9.2 Fairchild shall promptly provide for inspection and testing of each
shipment of Wafers upon delivery in accordance with the Acceptance Criteria and
shall notify Samsung in writing of the results thereof. If any lot or Wafer is
found to fail the Acceptance Criteria prior to final acceptance, Fairchild shall
promptly replace such lot or Wafer on a timely basis.
9.3 Fairchild shall promptly provide for yield probe tests to be
conducted on the Wafers and communicate the results of the tests to Samsung
within seven (7) days after the test date. The right to return any Wafers for
low yield shall be governed by Section 10 below.
9.4 In the event of a serious defect in any Wafer, Fairchild shall
promptly notify Samsung in writing of such defect.
9.5 Provided that the Facilities are IS014001/QS9000 certified on the date
hereof, Fairchild warrants that it will maintain such certification throughout
the term of-this Agreement. Fairchild shall provide Samsung notice of any audits
and copies of any report or correspondence relating to such or similar
certifications.
10. MINIMUM YIELD ASSURANCES
10.1 Fairchild shall guarantee a minimum yield assurance ("MYA") on a per
Product basis for those Wafers fabricated, sorted and tested by Fairchild.
10.2 The baseline yield and initial MYA for each Product to be
manufactured by Fairchild hereunder is set forth in Schedule 10.2.
10.3 For a new Product, the baseline yield and MYA shall be established
after a minimum of twenty (20) Wafer lot runs have been tested to production
released test programs. A new baseline yield and MYA shall be calculated
whenever Samsung makes any modifications to said test programs.
10.4 The baseline Net Die Per Wafer (NDPW) for the Product shall be used
for defining the MYA and is set forth in Schedule 10.4. For all other Products,
for each quarter, each Product's baseline yield shall be calculated using the
previous quarter's results, or the previous twenty (20) Wafer lot runs if less
than twenty (20) Wafer lot runs were processed in said previous quarter. The
mean and standard deviation (sigma) yield for a Product, shall be calculated
using individual Wafer data. Abnormally low yielding Wafers shall be excluded
from such calculations. The results of such calculations shall be used in
defining the MYA for that Product for the quarter in which the calculations are
made, but only if the mean yield changes by more than +/-2%.
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<PAGE> 12
10.5 [Reserved.]
10.6 Samsung shall provide yield analysis information on Wafers returned
to Fairchild under this Article 10, in order to assist Fairchild in continuous
Process improvement.
10.7 In the event of an extended period of substandard yields on a
Product, Fairchild shall use its best efforts to correct any Process related
causes.
11. INSPECTION AND WARRANTY
11.1 Samsung shall inspect the Products within five (5) days after
delivery at its facility. Upon completion of such inspection, Samsung shall
promptly report any damaged or defective Product in any shipment. Samsung
reserves the right to reject any damaged or defective Product.
11.2. Fairchild warrants that the Products delivered hereunder shall meet
the Quality and Reliability Criteria, shall be sorted and tested consistently
with Samsung's technology, as utilized in Past Practices, required to complete
the performance of the sort and test services for the Product type, and shall be
free from defects in material and Fairchild's workmanship. This warranty is
limited to a period of one (1) year from the date of delivery to Samsung. If,
during such one-year period:
(a) Fairchild is notified promptly upon discovery in writing by a
reasonably detailed description of any such defect in any Product, and;
(b) Fairchild, upon being reasonably satisfied with such
description, requests Samsung to return such Product, and Samsung returns such
Product to the applicable facility at Samsung's expense for inspection; and
(c) Fairchild's examination reveals that the Product is defective,
or if the Product is indeed defective and does not meet the applicable Quality
and Reliability Criteria or is defective in materials or Fairchild's workmanship
and such problems are not caused by accident, abuse, misuse, neglect, improper
storage, handling, packaging or installation, repair, alteration or improper
testing or use by someone other than Fairchild, then Fairchild shall promptly,
at Samsung"s option, either replace such Product or credit Samsung for such
defective Product. Fairchild shall reimburse Samsung for the transportation
charges paid by Samsung in returning such defective Product to Fairchild. If any
defect in the Product is a result of the database provided by Samsung, then
Fairchild shall not be liable under this Article 11 for any loss incurred as a
result of such defect.
11.3 THE WARRANTY SET FORTH IN SECTION 11.2 CONSTITUTES FAIRCHILD'S
EXCLUSIVE LIABILITY, AND SAMSUNG'S EXCLUSIVE REMEDY, FOR ANY BREACH OF WARRANTY
EXCEPT AS SET FORTH IN SECTION 11.2, FAIRCHILD MAKES AND SAMSUNG RECEIVES NO
WARRANTIES ON THE PRODUCTS PROVIDED HEREUNDER, EXPRESS, IMPLIED, STATUTORY OR
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<PAGE> 13
OTHERWISE, AND FAIRCHILD SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
12. ON-SITE INSPECTION AND INFORMATION
12.1 Fairchild shall allow Samsung and/or Samsung's customers to visit and
evaluate the Facilities during normal business hours as part of established
source inspection programs, it being understood and agreed between Samsung and
Fairchild that Samsung, must obtain the concurrence of Fairchild for the
scheduling of all such visits, which concurrence shall not be unreasonably
withheld.
12.2 Upon Samsung's written request, Fairchild will provide Samsung with
process control information, including but not limited to: process and
electrical test yield results, current process specifications and conformance to
specifications; calibration schedules and logs for equipment; environmental
monitor information for air, gases and DI water; documentation of operator
qualification and training; documentation of traceability through Fairchild's
operation; and Fairchild verification information.
13. PRODUCT ENGINEERING SUPPORT
13.1 The Parties will cooperate in allowing Samsung employees to have
reasonable access to the Facilities during the term of this Agreement (the
"Samsung Engineering Team"), in order to assist in Product developments and
improvements. Fairchild will provide reasonable office space to the Samsung
Engineering Team, if required on a temporary basis not to exceed thirty (30)
days per occurrence, at no expense to Samsung. Should the Samsung Engineering
Team require long-term, dedicated office space, Samsung agrees to pay Fairchild
the overhead cost associated with such space. The Samsung Engineering Team will
comply with all applicable Fairchild regulations in force at the Facilities and
Samsung hereby agrees to hold Fairchild harmless for any damages or liability
caused by any member of the Samsung Engineering Team, which are attributable to
(i) the negligence or willful malfeasance of such member and (ii) any failure by
such member to comply with Fairchild's regulations in force at the Facilities or
with applicable law.
13.2 Fairchild shall assist the efforts of the Samsung Engineering Team
and provide Samsung with reasonable and timely support.
13.3 Fairchild shall reasonably assist Samsung in any efforts to identify
any reliability problems that may arise in a Product. Samsung shall correct
Product related problems and Fairchild shall correct all Process related
problems.
14. TERM AND TERMINATION
14.1 This Agreement shall terminate on the Expiration Date unless earlier
terminated as follows:
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<PAGE> 14
(a) by mutual written agreement of the Parties; or
(b) at the written election of the non-breaching Party in the event
of a material breach or default by a Party of its obligations hereunder, which
default shall not have been cured within thirty (30) calendar days after
written notice is provided by the non-breaching Party to the breaching Party.
For purposes of this section, material breach shall mean a breach that would
reasonably be expected to result in a serious adverse effect on the
non-breaching Party's business operations related to the Products.
14.2 Upon termination of this Agreement, all rights granted hereunder
shall immediately terminate and each Party shall return to the other Party any
property belonging to the other Party which is in its possession. In particular,
upon termination of this Agreement, Fairchild shall return to Samsung the
database, mask, technical report and written advice of Samsung. Nothing in this
Article 14 is intended to relieve either Party of any liability for any payment
or other obligations existing at the time of termination.
14.3 The provisions of Articles 2 and 11 and Sections 14.3, 15.1, 15.2,
18.4, 18.6, 18.8, 18.9, 18.12, 18.13, 18.14 and 18.15 shall survive the
termination of this Agreement for any reason.
15. CONFIDENTIALITY
15.1 Samsung and Fairchild agree that any Confidential Information (as
defined in the Confidentiality Agreement executed between Samsung Electronics
Co., Ltd. and Fairchild Semiconductor Corporation on September 18, 1998) each
Party discloses, generates or otherwise acquires under this Agreement, as the
case may be, shall be treated in accordance with the terms and conditions of the
Confidentiality Agreement. Samsung and Fairchild further agree that, in the
event the Confidentiality Agreement expires prior to termination or expiration
of this Agreement, the terms and conditions of the Confidentiality Agreement
shall continue to apply with respect to any Confidential Information disclosed,
generated or otherwise acquired under this Agreement.
15.2 All records, data files (and the data contained therein), input
materials, reports and other materials provided to Fairchild by Samsung and
derivative data computed or processed therefrom (collectively the "Data")
pursuant to this Agreement after the Effective Date will be the exclusive
property of Samsung, and Fairchild shall not possess any interest, title, lien
or right in connection therewith. Notwithstanding the foregoing, Intellectual
Property rights transferred or assigned to Fairchild pursuant to the Business
Transfer Agreement and the Intellectual Property License Agreement shall not be
affected. Fairchild shall safeguard the Data to the same extent it protects its
own similar materials, but in no case in an unreasonable manner. Data shall not
be used by Fairchild for any purpose other than in support of Fairchild's
obligations hereunder. Neither the Data nor any part thereof shall be disclosed,
sold, assigned, leased or otherwise disposed of to third parties by Fairchild or
commercially exploited by or on behalf of Fairchild, its employees or agents. If
a Party determines that it is required to disclose any information pursuant to
applicable law or receives
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<PAGE> 15
any demand under lawful process to disclose or provide information of the other
Party that is subject to the confidentiality provisions hereof, such Party shall
notify the other Party prior to disclosing and providing such information and
shall cooperate at the expense of the requesting Party in seeking any reasonable
protective arrangements requested by such other Party. Subject to the foregoing,
the Party that receives such request may thereafter disclose or provide
information to the extent required by such law or by lawful process. Upon
termination of this Agreement, Fairchild shall provide Samsung reasonable access
to retained Data for a period not to exceed three (3) months following said
termination whereupon, upon Samsung's request, such Data will be transferred to
Samsung at Samsung's cost, except in the event of termination by Samsung under
Section 14.1(b) by reason of Fairchild's material breach, in which case, such
transfer will be made at Fairchild's cost.
16. REPORTS AND COMMUNICATIONS
Each Party hereby appoints a program manager whose responsibilities shall
include acting as a focal point for the technical and commercial discussions
between them related to the subject matter of this Agreement, to include
monitoring within his or her respective company the distribution of Confidential
Information received from the other Party and assisting in the prevention of the
unauthorized disclosure of Confidential Information within the company and to
third parties (the "Program Manager"). The Program Managers shall also be
responsible for maintaining pertinent records and arranging such conferences,
visits, reports and other communications as are necessary to fulfill the terms
and conditions of this Agreement. The names, addresses and telephone numbers of
the Program Managers will be communicated between the Parties from time to time.
17. FORCE MAJEURE
17.1 A Party is not liable for a failure to perform any of its obligations
under this Agreement insofar as it proves that the failure was due to force
majeure.
17.2 Force majeure within Section 17.1 above may result from events
including, but not limited to, (i) war, whether declared or not, riots, acts of
sabotage, explosions, fires, destruction of equipment/machines, or inability to
obtain raw materials, (ii) natural disasters, such as violent storms,
earthquakes, floods and destruction by lightning, (iii) the intervention of any
Governmental Authority, (iv) boycotts, strikes and lock-outs of all kinds and
workstoppages and (v) any other cause, whether similar or dissimilar to the
foregoing, beyond the control of the Party claiming the benefit.
17.3 A Party seeking relief hereunder shall as soon as practicable after
the force majeure and its effects upon its ability to perform became known to it
give notice to the other Party of such force majeure.
18. MISCELLANEOUS
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<PAGE> 16
18.1 Amendment. This Agreement may not be amended, modified, superseded,
canceled, renewed or extended except by a written instrument signed by the
Party to be charged therewith.
18.2 Assignment. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns; provided,
however, that no Party will assign its rights or delegate its obligations under
this Agreement without the express prior written consent of each other Party,
except that (i) Fairchild may assign its rights hereunder as collateral security
to any bona fide financial institution engaged in acquisition financing in the
ordinary course providing financing to consummate the transactions contemplated
hereby or any bona fide financial institution engaged in acquisition financing
in the ordinary course through which such financing is refunded, replaced or
refinanced and any of the foregoing financial institutions may assign such
rights in connection with a sale of Fairchild in the form then being conducted
by Fairchild substantially as an entirety and (ii) Samsung and Fairchild each
may assign its rights and obligations under this Agreement to any Entity that
succeeds to substantially all of its assets and liabilities.
18.3 Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the Parties and delivered to the other Party.
18.4 Governing Law; Consent to Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of Korea without reference
to the choice of law principles thereof. Fairchild and Samsung consent to and
hereby submit to the non-exclusive jurisdiction of the Seoul District Court
located in the Republic of Korea in connection with any action, suit or
proceeding arising out of or relating to this Agreement, and each of the
Parties irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.
18.5 Waiver; Effect of Waiver. No provision of this Agreement may be
waived except by a written instrument signed by the Party waiving compliance.
No waiver by any Party of any of the requirements hereof or of any of such
Party's rights hereunder shall release the other Party from full performance of
its remaining obligations stated herein. No failure to exercise or delay in
exercising on the part of any Party any right, power or privilege of such Party
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege by such Party.
18.6 Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be deemed invalid, illegal or
unenforceable to any extent or for any reason, such provision shall be severed
from this Agreement and the remainder of this Agreement and the application
thereof shall not be affected and shall be enforceable to the fullest extent
permitted by law. A provision which is valid, legal and enforceable shall be
substituted for the severed provision.
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<PAGE> 17
18.7 Headings; Definitions. The section headings contained in this
Agreement are inserted for convenience of reference only and will not affect the
meaning or interpretation of this Agreement. All references to Sections
contained herein mean Sections of this Agreement unless otherwise stated.
18.8 Interpretation; Absence of Presumption.
(a) For the purposes hereof, (i) words in the singular shall be held
to include the plural and vice versa and words of one gender shall be held to
include the other gender as the context requires, (ii) the terms "hereof,"
"herein," and "herewith" and words of similar import shall, unless otherwise
stated, be construed to refer to this Agreement as a whole (including all of the
Schedules hereto) and not to any particular provision of this Agreement, and
Article, Section, and Schedule references are to the Articles, Sections,
paragraphs and Schedules to this Agreement unless otherwise specified (iii) the
word "including" and words of similar import when used in this Agreement means
"including, without limitation," unless the context otherwise requires or unless
otherwise specified, (iv) the word "or" shall not be exclusive, (v) provisions
shall apply, when appropriate, to successive events and transactions, and (vi)
all references to any period of days shall be deemed to be to the relevant
number of calendar days.
(b) This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the Party
drafting or causing any instrument to be drafted.
18.9 Entire Agreement. This Agreement (including agreements incorporated
herein), the Business Transfer Agreement, the Confidentiality Agreement and the
Schedules and Exhibits hereto contain the entire agreement between the
Parties with respect to the subject matter hereof and there are no agreements,
understandings, representations or warranties between the Parties other than
those set forth or referred to herein.
18.10 Effectiveness. The Parties' obligations under this Agreement are
conditioned upon the Closing, the occurrence of which is subject to various
conditions set forth in the Business Transfer Agreement. This Agreement shall
become operative if and when the Closing occurs and shall be null and void if
the Closing does not occur for any reason.
18.11 Relationship of the Parties. Samsung shall perform all foundry
services hereunder as an independent contractor. This Agreement does not create
a fiduciary or agency relationship between Samsung and Fairchild, each of which
shall be and at all times remain independent companies for all purposes
hereunder. Nothing in this Agreement is intended to make either Party a general
or special agent, joint venturer, partner or employee of the other for any
purpose.
18.12 Notices. All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally, sent by documented
overnight delivery service or, to the extent receipt is confirmed, telecopy or
other electronic transmission service to the appropriate addresses or numbers as
set forth below:
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Samsung: Samsung Electronics Co., Ltd.
Samsung Main Building
250, 2-Ka, Taepyung-Ro, Chung-Ku
Seoul, Korea
Attn: Director, Legal Department
Telecopy No.: 822-727-7179
with a copy to:
Bae, Kim & Lee
Hankook Tire Bldg. 647-15
Yoksam-Dong, Kangnam-Gu
Seoul 135-723, Korea
Attention: Kap-You Kim
Telecopy No.: 822-3404-0001
or at such other address and to the attention of
such other Person as Samsung may designate by
written notice to Fairchild.
Fairchild: Fairchild Korea Semiconductor Ltd.,
82-3, Todang-Dong, Wonmi-Ku,
Bucheon, Kyunggi-Do
Korea
Attention: President
Telecopy No.: 8232-683-1199
Fairchild Semiconductor Corporation
333 Western Avenue, M.S. 01-00
South Portland, Maine 04106
Attention: Daniel E. Boxer
Telecopy No.: (01) 207 761-6020
and to:
Kim & Chang
223 Naeja-Dong, Chongro-Ku
Seoul 110-053, Korea
Attention: Y.J. Ro
Telecopy No.: 822-737-9091
or at such other address and to the attention of
such other person as Fairchild may designate by
written notice to Samsung.
18.13 Indemnification.
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(a) Each Party (the "Indemnifying Party"), at its own expense and
cost, shall defend any suit, claim or legal proceeding against the other Party
(the "Indemnified Party") for the infringement of patents or trademark, or
claims based on allegations of copyright, trade secret or other proprietary
right infringement, by the Indemnifying Party. The Indemnifying Party shall pay
all damages and costs which may be awarded against the Indemnified Party because
of such infringement by the Indemnifying Party.
(b) The Indemnifying Party's duties under the immediately preceding
paragraph (a) are conditional upon the Indemnified Party furnishing the
Indemnifying Party prompt written notice of the commencement of any suit or
proceeding or any claim of infringement and a copy of each written communication
relating to the alleged infringement, and giving to the Indemnifying Party
authority and reasonable assistance (at the Indemnifying Party's expense and
cost) to defend or settle such law suit, proceeding or claim. The Indemnifying
Party shall not be bound by any settlement made without its prior consent.
18.14 Specific Performance. The Parties each acknowledge that, in view of
the uniqueness of the subject matter hereof, the Parties would not have an
adequate remedy at law for money damages in the event that this Agreement were
not performed in accordance with its terms, and therefore agree that the Parties
shall be entitled to specific enforcement of the terms hereof in addition to any
other remedy to which the Parties may be entitled at law or in equity.
18.15 No Consequential Damage . In no event shall either Party be liable
for any indirect, special, incidental, or consequential damages resulting from
the other Party's performance or failure to perform under this Agreement, or the
furnishing, performance, or use of any goods or services sold pursuant hereto,
whether due to breach of contract, breach of warranty, negligence or otherwise,
regardless of whether the nonperforming Party was advised of the possibility of
such damages or not.
18.16 No Third-Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended to or shall confer on any Person other than the Parties and
their respective successors or assigns any rights (including third-party
beneficiary rights), remedies, obligations or liabilities under or by reason of
this Agreement. This Agreement shall not provide third parties with any remedy,
claim, liability, reimbursement, cause of action or other right in excess of
those existing without reference to the terms of this Agreement.
18.17 Fulfillment of Obligations. Any obligation of any Party to any other
Party under this Agreement, which obligation is performed, satisfied or
fulfilled by an Affiliate of such Party, shall be deemed to have been performed,
satisfied or fulfilled by such Party.
18.18 Publicity. Neither Party shall, without the approval of the other
Party, make any press release or other public announcement concerning the terms
of the transactions contemplated by this Agreement, except as and to the extent
that any such Party shall be so obligated by law or pursuant to a lawful request
of a government agency.
18.19 A360 Testers. Samsung agrees that it shall not during the term of
this
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<PAGE> 20
Agreement remove or transfer the three A360 Testers that are located at the
Bucheon Facility on the Closing Date.
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IN WITNESS WHEREOF, the Parties have had this Agreement executed by their
respective duly authorized officers on the day and date first written above. The
persons signing warrant that they are duly authorized to sign for and on behalf
of the respective parties.
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Kim Suk
--------------------------------
Name:
Title:
FAIRCHILD KOREA SEMICONDUCTOR LTD.
By: /s/ Joseph R. Martin
--------------------------------
Name: Joseph R. Martin
Title: Exec. V.P.
21
<PAGE> 22
Schedule 1.1
Acceptance Criteria
1) Processes
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Design Rule Name Line MASTER CODE LIST
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
8um BSP1BS B BF0168-23
-----------------------------------------------
Bipolar BHC1 B BF0168-23
-----------------------------------------------
BHB1 B BF0168-23
-----------------------------------------------
BSP18 B BF0168-23
-----------------------------------------------
BSP1A B BF0168-23
-------------------------------
C BF0260-06
--------------------------------------------------------------
4um BCP2 B BF0164-12
-------------------------------
C1 BF0213-09
----------------------------------------------
BHP2 B BF0164-12
-------------------------------
C1 BF0213-09
----------------------------------------------
BSP2 B BF0164-12
-------------------------------
C1 BF0213-09
--------------------------------------------------------------
2um BCP3 C1 BF0162-12
-------------------------------
C2 BF0006-01
----------------------------------------------
BHL3 C1 BF0162-12
-------------------------------
C2 BF0006-01
----------------------------------------------
BHP3 C1 BF0162-12
-------------------------------
C2 BF0006-01
----------------------------------------------
BLP3 C1 BF0162-12
-------------------------------
C2 BF0006-01
----------------------------------------------
BSP3 C1 BF0162-12
-------------------------------
C2 BF0006-01
----------------------------------------------
BLT3 C2 BF0275-05
--------------------------------------------------------------
1.5um BCH4 C2 BF0023-00
BCH4B C2 BF0023-00
BCL4 C2 BF0019-01
- --------------------------------------------------------------------------------
Bi-CMOS 1.5um AHP4 C2 BF0215-14
ASP4 C2 BF0215-14
ASP4S C2 BF0215-14
--------------------------------------------------------------
1.2um ACE12 C3 BF0010-03
--------------------------------------------------------------
0.8um ASP5 C2 BF0264-07
- --------------------------------------------------------------------------------
Bi-MOS 8um AHP1 B BF0168-23
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 23
Schedule 1.1
Acceptance Criteria
2) Products
- - Every product should meet Samung's NONCONFIRMING IN-PROCESS PRODUCT CONTROL
SPECIFICATION(BR7153).
- - Every product should meet Samung's EDS WAFER OUT-GOING INSPECTION
SPECIFICATION(BQ0047).
- - Every product should meet Samung's LOW YIELD LOT PROCEDURE EDS SPECIFICATION
(BQ0371)
- - Every product should be based on Samung's FAB OUT-GOING WAFER INSPECTION
SPECIFICATION(BQ0050).
- - Every product should meet Electrical Characteristic Sort Specification(SORT)
and Electrical Parameters Characteristics (MAP)
- - These rules should be applied to every Samsung's product including the ones
not specified in this list.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
ELECTRICAL ELECTRICAL
CHARACTERISTIC SORT PARAMETERS
PROD. CODE LINE N.D PROCESS RULE SPECIFICATION(SORT) CHARACTERISTICS(MAP)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AA0065A-AFA-01XX B 916 BSP18 8.0 BT1122-02 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA0067X-AFA-01XX C 2.688 BCL4 1.5 BT1010-04 BT0564-00
- ----------------------------------------------------------------------------------------------------------------
AA0134A-AHC-01XX C 2.300 BSP2 4.0 BT1010-04 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AA0136A-BNE-01XX C 751 BSP1A 8.0 AT0125-00 BT1729-08
- ----------------------------------------------------------------------------------------------------------------
AA0211X-CDB-01XX B 3.430 BSP1B 8.0 BT0151-06 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA02348-CMB-01XX B 3.095 BHP2 4.0 BT0942-04 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AA0241A-CDA-01XX B 1.733 BSP1BS 8.0 BT0712-10 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AA0241B-CDA-01XX C 7.408 BCH4 1.5 BT0712-10 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AA0261A-AHA-01XX B 4.324 BSP2 4.0 BT0754-03 BT1170
- ----------------------------------------------------------------------------------------------------------------
AA0291X-AMF-01XX C 2.486 BSP2 4.0 BT1150-00 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AA0292A-ERJ-01XX C 644 BHL3 2.0 BT1582-03 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA0293A-ERF-01XX C 819 BHL3 2.0 BT1501-01 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA0296X-AVB-01XX C 1.631 BHP3 2.0 BT1818-01 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA0386A-ACC-01XX B 4.187 BSP1BS 8.0 BT0736-08 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA0386A-BCC-01XX B 4.187 BSP1BS 8.0 BT0736-08 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA0426A-BNE-01XX C 2.074 BCP3 2.0 BT1330-11 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA0426A-BNE-02XX C 2.074 BCP3 2.0 BT1330-11 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA0426X-BNE-01XX C 1.431 BCP2 4.0 BT1330-11 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AA0426X-BNE-02XX C 1.431 BCP2 4.0 BT1330-11 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AA0427B-AHC-01XX B 1.710 BSP1A 8.0 BT0571-07 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA0429A-AHE-01XX C 2.335 BSP2 4.0 BT1078-02 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AA0429A-BHB-01XX C 2.335 BSP2 4.0 BT1078-02 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AA0497X-CDA-01XX C 12.750 BHP3 2.0 KT1755-00 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA0686A-AOR-01XX C 508 BHL3 2.0 BT1916-02 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA0688A-AOR-01XA C 646 ASP5 0.8 BT1941-01 BT0044-03
- ----------------------------------------------------------------------------------------------------------------
AA06888-AOR-01XA C 540 ASP5 0.8 BT1941-01 BT0044-03
- ----------------------------------------------------------------------------------------------------------------
AA0900A-AMF-01XX C 1.786 BSP3 2.0 BT1796-05 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA0900A-BMA-01XX C 1.786 BSP3 2.0 BT1796-05 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA0901A-AMF-01XX C 1.606 BSP3 2.0 BT1795-01 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA2201X-ACB-01XX B 4.819 BSP1B 8.0 BT0201-07 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2206C-AFA-01XX C 1.942 BSP1B 8.0 BT0200-08 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AA2206C-AHC-01XX C 1.942 BSP1B 8.0 BT0200-08 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AA2206D-AFA-01XX C 3.650 BCH4 1.5 BT0200-08 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AA2206D-AHD-01XX C 3.650 BCH4 1.5 BT0200-08 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AA2209A-ACD-01XX C 5.442 BCH4 1.5 BT0353-12 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AA2209X-ACD-01XX C 5.442 BCH4 1.5 BT0353-12 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AA22138-AGE-01XX B 1.608 BSP1A 8.0 BT0758-05 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA22138-AHC-01XX B 1.608 BSP1A 8.0 BT0758-05 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2213C-AGE-01XX C2 5.410 BCH4 1.5 BT0758-05 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2213C-AHC-01XX C2 5.410 BCH4 1.5 BT0758-05 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA222OX-CDA-01XA B 7.095 BSP1A 8.0 BT0150-06 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2220X-CDA-01XB B 7.095 BSP1A 8.0 BT0150-06 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2221A-CDB-01XX B 7.267 BHP2 4.0 BT0352-08 BT1170
- ----------------------------------------------------------------------------------------------------------------
AA2221A-CDB-02XX B 7.267 BHP2 4.0 BT0352-08 BT1170
- ----------------------------------------------------------------------------------------------------------------
AA2223X-AHA-01XX B 2.268 BSP1A 8.0 BT0758-03 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2224A-AGC-01XX B 2.998 BSP1B 8.0 BT0296-06 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2245X-CDC-01XX B 3.332 BSP1A 8.0 BT0100-02 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2268X-ANJ-01XX B 528 BSP1A 8.0 BT0146-10 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2271B-AHC-01XX B 907 BHP2 4.0 BT0879-04 BT1170
- ----------------------------------------------------------------------------------------------------------------
AA2271B-AHC-03XX B 907 BHP2 4.0 BT0879-04 BT1170
- ----------------------------------------------------------------------------------------------------------------
AA2272A-BHA-01XX B 1.689 BSP1A 8.0 BT0791-04 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2284A-CDA-01XX B 2.449 BSP1B 8.0 BT0055-08 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2284A-CDA-02XX B 2.449 BSP1B 8.0 BT0055-08 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2284A-CDA-04XX B 2.449 BSP1B 8.0 BT0055-08 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2288X-AHC-01XX B 2.449 BSP1B 8.0 BT0159-04 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA2295B-ERF-01XX C 1.058 BHL3 2.0 BT1595-02 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA2297A-AHC-01XX C 2.373 BSP3 2.0 BT1621-06 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA2298A-AMF-01XX C 1.695 BSP3 2.0 BT1656-02 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA2402C-ACA-01XX B 4.054 BHP2 4.0 BT0717-04 BT1170
- ----------------------------------------------------------------------------------------------------------------
AA2404A-TEB-01XX B 2.842 BSP1B 8.0 BT0088-04 BT0808
- ----------------------------------------------------------------------------------------------------------------
AA8408X-BNE-01XX C 886 BSP2 4.0 BT1750-02 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AA9201X-BVA-01XX C 1.136 BSP2 4.0 BT1033-03 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AA9270X-AKA-01XX B 1.762 BHP2 4.0 BT1241-06 BT1170
- ----------------------------------------------------------------------------------------------------------------
AA9270X-BKA-01XX B 1.762 BHP2 4.0 BT1241-06 BT1170
- ----------------------------------------------------------------------------------------------------------------
AA9271X-BON-01XX C 618 BHP3 2.0 BT1949-00 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AA9401X-EWD-01XX C 532 BHP3 2.0 BT1584-02 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD2102C-AGE-01XX B 1.144 BSP1A 8.0 BT0030-09 BT0808
- ----------------------------------------------------------------------------------------------------------------
AD2103X-CDB-01XX B 4.910 BSP1A 8.0 BT0430-02 BT0808
- ----------------------------------------------------------------------------------------------------------------
AD2107A-CFC-01XX B 678 BSP1A 8.0 BT0134-09 BT0808
- ----------------------------------------------------------------------------------------------------------------
AD2130C-CEF-01XX B 1.662 BHC1 8.0 BT0768-09 BT0808
- ----------------------------------------------------------------------------------------------------------------
AD2131X-CDD-01XX B 1.158 BHC1 8.0 BT0399-02 BT0808
- ----------------------------------------------------------------------------------------------------------------
AD21338-AHE-01XX B 855 BHB1 8.0 BT0049-06 BT0808
- ----------------------------------------------------------------------------------------------------------------
AD2138X-AKA-01XX B 1.606 BHP2 4.0 BT1085-07 BT1170
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
ELECTRICAL ELECTRICAL
CHARACTERISTIC SORT PARAMETERS
PROD. CODE LINE N.D PROCESS RULE SPECIFICATION(SORT) CHARACTERISTICS(MAP)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AD214DA-AM-03X C 1.399 BLT3 2.0 KT2596-02 BT1833-05
- ----------------------------------------------------------------------------------------------------------------
AD21401-ANJ-01XX C 1.399 BLT3 2.0 KT1710-08 BT1833-05
- ----------------------------------------------------------------------------------------------------------------
AD2141X-AKC-01XX C 2.187 BLT3 3.0 KT1784-05 BT1833-05
- ----------------------------------------------------------------------------------------------------------------
AD2147X-AOD-01XX C 767 ACE12 1.2 AT0015-00 BT0435-02
- ----------------------------------------------------------------------------------------------------------------
AD1236C-ABB-01XX C 257 BLT3 2.0 BT1858-02 BT1833-05
- ----------------------------------------------------------------------------------------------------------------
AD2184X-CDE-01XB C 4.611 BSP2 4.0 BT1859-03 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AD2184X-BCC-01XB C 4.611 BSP2 4.0 BT1859-03 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AD2186X-ACA-01XX C 3.614 BLP2 2.0 WT0065-01 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD2192A-AOR-01XX C 2.623 BHP3 2.0 BT0967-04 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD21921-AVB-01XX C 2.623 BHP3 2.0 BT0967-04 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD2194X-BMB-02XX C 1.656 BCP3 2.0 BT1527-03 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD2198A-BMC-01XX C 1.395 BCP3 2.0 BT1468-03 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD2500X-ANJ-01XX C 590 BLT3 2.0 BT1915-02 BT1833-05
- ----------------------------------------------------------------------------------------------------------------
AD2504X-AMI-01XX C 792 BLT3 2.0 KT2819-02 BT1833-05
- ----------------------------------------------------------------------------------------------------------------
AD2506X-ANJ-01XX C 558 BLT3 2.0 WT0083-02 BT1833-05
- ----------------------------------------------------------------------------------------------------------------
AD2507X-AMF-01XX C 3.771 BLT3 2.0 [KOREAN] BT1833-05
- ----------------------------------------------------------------------------------------------------------------
AD2511A-AOR-01XX C 372 ACE12 1.2 BT0524-03 BT0435-02
- ----------------------------------------------------------------------------------------------------------------
AD2512X-AOR-01XX C 376 ACE12 1.2 [KOREAN] BT0435-02
- ----------------------------------------------------------------------------------------------------------------
AD2912A-AGE-01XX B 1.026 BSP1A 8.0 BT0297-13 BT0808
- ----------------------------------------------------------------------------------------------------------------
AD2915A-ANJ-01XX B 564 BHC1 8.0 BT0354-07 BT0808
- ----------------------------------------------------------------------------------------------------------------
AD2919A-AVB-01XX B 591 BSP1A 8.0 BT0092-05 BT0808
- ----------------------------------------------------------------------------------------------------------------
AD2981X-AHC-01XX C 3283 BSP3 2.0 BT1019-01 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD2982D-BKA-01XA C 1.545 BLP3 2.0 BT1605-08 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD2982D-BKA-01XB C 1.545 BLP3 2.0 BT1605-08 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD2985B-BKF-01XX C 2.147 BLP3 2.0 KT1564-03 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD2986X-BHB-01XX C 3.614 BLP3 2.0 WT0065-01 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD2990B-BHB-01XX C 2.562 BSP3 2.0 BT1600-08 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD5514A-AMP-02XX C 764 ASP4 1.5 BT1731-06 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD5514A-AMP-09XX C 764 ASP4 1.5 BT1731-06 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD5514A-AMP-10XX C 764 ASP4 1.5 BT1731-06 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD5514A-AMP-12XX C 764 ASP4 1.5 BT1731-06 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD5514A-AMP-16XX C 764 ASP4 1.5 BT1731-06 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD7007A-BHB-01XX C 2.089 BCP3 2.0 BT1633-04 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD7302A-BVB-01XX C 888 BCL3 2.0 BT1759-06 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD7305A-ERA-01XX C 780 BSP3 2.0 BT1709-02 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD7307X-BKF-01XX C 1.242 BCP3 2.0 KT1631-00 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD7309X-ERJ-01XX C 612 BCP3 2.0 WT0129-00 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD8116X-BLA-01XX C 1.575 BCP3 2.0 - BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD8119A-AVB-01XX C 1.756 BHP3 2.0 BT1590-05 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD8119A-AVB-02XX C 1.756 BHP3 2.0 BT1590-05 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD8119A-BVA-01XX C 1.756 BHP3 2.0 BT1590-05 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD8122X-ERF-01XX C 694 BCP3 2.0 - BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD8201-BON-01XX C 1.096 BSP3 2.0 KT1648-00 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AD8309A-ERE-01XX C 692 AHP4 1.5 BT1074-03 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD8322X-ETD-01XX C 1.091 ASP4S 1.2 BT1611-09 BT1180-09
- ----------------------------------------------------------------------------------------------------------------
AD8333C-ESB-02XX C 640 ASP4S 1.2 BT1890-03 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD8404X-CDA-02XX C 5.896 BSP2 4.0 BT1944-03 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AD8404X-CDC-01XX C 5.896 BSP2 4.0 BT1944-03 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AD9220A-EWD-01XX C 517 AHP4 1.2 BT1583-10 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD9220E-EWD-01XX C 844 ASP4S 1.2 BT1583-10 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD9223X-EWD-01XX C 753 ASP4S 1.2 BT2019-01 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD9223X-EWD-02XX C 753 ASP4S 1.2 BT2019-01 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AD9224X-EWD-01XX C 643 ASP4S 1.2 [KOREAN] BT1180-18
- ----------------------------------------------------------------------------------------------------------------
AG0567X-ACA-01XX B 2.712 BSP1A 8.0 BT0003-04 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG0567X-BCC-01XX B 2.712 BSP1A 8.0 BT0003-04 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG1567X-ACA-01XX B 2.712 BSP1A 8.0 BT0176-02 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG2410B-ACA-01XX B 3.414 BHB1 8.0 BT0133-05 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG24108-ACA-02XX B 3.414 BHB1 8.0 BT0133-05 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG2418D-ACC-02XX B 1.162 BHB1 8.0 BT0141-20 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG2418G-ACC-01XX B 1.162 BHB1 8.0 BT0141-20 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG2418H-ACC-01XX C 5.210 BCH4B 2.5 BT0141-19 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AG2425A-AE-01XX C 2.254 BSP1A 8.0 BT0138-06 BT1729-08
- ----------------------------------------------------------------------------------------------------------------
AG3361B-AHC-01XX B 2.959 BSP1S 1.5 BT0721-07 BT1729-08
- ----------------------------------------------------------------------------------------------------------------
AG3361B-BHB-01XX B 2.959 BSP1S 1.5 BT0721-07 BT1729-08
- ----------------------------------------------------------------------------------------------------------------
AG3361C-AHC-01XX C 6.963 BCH4 1.5 BT0721-07 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AG3361C-BHB-01XX C 6.963 BCH4 1.5 BT0721-07 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AG8501X-AGD-01XX B 697 BSP1A 8.0 BT1114-02 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG8503X-AIE-01XX B 954 BSP1A 8.0 BT1071-01 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG8504X-AHC-01XX B 1.332 BSP1A 8.0 BT1151-01 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG8507A-AKC-01XX C 3.287 BCH4 1.5 BT1235-06 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AG8507A-BKA-01XX C 3.287 BCH4 1.5 BT1235-06 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
AG8510C-ETF-01XX C 579 BLP3 2.0 BT1694-03 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AG8512A-AGF-10XX C 2.185 BSP3 2.0 BT1715-04 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AG8512X-BGE-01XX C 2.439 BSP3 2.0 BT1715-04 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AG8513X-BKD-02XX C 2.228 BLP3 2.0 BT1789-06 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AG8514X-BKD-01XX C 1.966 BLP3 2.0 BT1955-05 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AG8514A-BKD-01XX C 1.966 BLP3 2.0 BT1955-05 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AG8515X-BMD-01XX C 1.028 BLP3 2.0 KT2804-02 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AG8516X-BMD-01XX C 1.285 BLP3 2.0 KT2585-02 BT1166-28
- ----------------------------------------------------------------------------------------------------------------
AG8518X-LNC-01XX B 212 AHP1 2.0 BT1052-08 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG8525X-ETF-01XX C 561 BLP3 2.0 BT1902-00 BT1166-27
- ----------------------------------------------------------------------------------------------------------------
AG8527B-ERJ-01XX C 1.134 ASP5 0.8 BT0017-15 BT0044-03
- ----------------------------------------------------------------------------------------------------------------
AG8528X-ERJ-01XX C 1.452 ASP5 0.8 BT1767-02 BT0044-03
- ----------------------------------------------------------------------------------------------------------------
AG8550X-FOP-01XX B 229 BHC1 8.0 - BT0808
- ----------------------------------------------------------------------------------------------------------------
AG8582X-LNC-01XX B 130 BHC1 8.0 - -
- ----------------------------------------------------------------------------------------------------------------
AG8589X-LNC-01XX B 130 BHC1 8.0 - -
- ----------------------------------------------------------------------------------------------------------------
AG8590B-LNC-01XX B 130 BHC1 8.0 - -
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
ELECTRICAL ELECTRICAL
CHARACTERISTIC SORT PARAMETERS
PROD. CODE LINE N.D PROCESS RULE SPECIFICATION(SORT) CHARACTERISTICS(MAP)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AG8601B-ARA-01XX B 408 BSP1A 8.0 BT1216-08 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG8602B-ACA-01XX B 2.801 BSP1A 8.0 BT1032-02 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG8602B-BCA-01XX B 2.801 BSP1A 8.0 BT1032-02 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG8602B-BCC-01XX B 2.801 BSP1A 8.0 BT1032-02 BT0808
- ----------------------------------------------------------------------------------------------------------------
AG8603X-AHA-01XX C 4.260 BHP2 4.0 BT1792-01 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AG8603X-BHB-01XX C 4.260 BHP2 4.0 BT1792-01 BT1333-17
- ----------------------------------------------------------------------------------------------------------------
AG8653X-AHA-01XX C 439 ASP5 0.8 WT0090-04 BT0044-03
- ----------------------------------------------------------------------------------------------------------------
AG8653X-EWD-01XX C 439 ASP5 0.8 WT0090-04 BT0044-03
- ----------------------------------------------------------------------------------------------------------------
ZA0280A-ETD-01XX C 437 ASP5 0.8 BT1934-06 BT2020-00
- ----------------------------------------------------------------------------------------------------------------
ZA0408X-AOC-01XX C 1232 ASP4 1.5 BT1322-00 BT1180-18
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------------------------------------------
o (NONCONFORMING IN-PROCESS PRODUCT CONTROL):BR7153
o (ISD OUT-GOING INSPECTION SPEC):BQO471
o (LOW YIELD LOT PROCEDURE EDS): BQ0371
- ---------------------------------------------------
<PAGE> 26
Schedule 1.3
Multimedia Products
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AE1488B-AGA-01XX AE1488B AE KA1488 RS232C RECEIVER FABB [Korean]
- ---------------------------------------------------------------------------------------------------
AE2655A-AHC-01XX AE2655A AE KA2655 HIGH VOLTAGE & CURRENT TR ARRAY FABB [Korean]
- ---------------------------------------------------------------------------------------------------
AE2655A-AHC-03XX AE2655A AE KA2657 HIGH VOLTAGE & CURRENT TR ARRAY FABB [Korean]
- ---------------------------------------------------------------------------------------------------
AE2655A-BHB-03XX AE2655A AE KA2657D HIGH VOLTAGE & CURRENT TR ARRAY FABB [Korean]
- ---------------------------------------------------------------------------------------------------
AE2655A-AHC-04XX AE2655A AE KA2658 HIGH VOLTAGE & CURRENT TR ARRAY FABB [Korean]
- ---------------------------------------------------------------------------------------------------
AE2655A-BHB-04XX AE2655A AE KA2658D HIGH VOLTAGE & CURRENT TR ARRAY FABB [Korean]
- ---------------------------------------------------------------------------------------------------
AA0067X-AFA-01XX AA0067 AA KA22067 PWR AMP FABC [Korean]
- ---------------------------------------------------------------------------------------------------
AA2213C-AGE-01XX AA2213C AA KA2213B DUAL EQ AMP+PWR AMP FABC [Korean]
- ---------------------------------------------------------------------------------------------------
AA2213C-AHC-01XX AA2213C AA KA22130B DUAL EQ AMP+PWR AMP FABC [Korean]
- ---------------------------------------------------------------------------------------------------
AD2512X-AOR-01XX AD2512 AD KB2512 MULTI SYNC + IIC FABC [Korean]
- ---------------------------------------------------------------------------------------------------
AD8309A-ERE-01XX AD8309A AD KA8309B CDP SERVO [Korean] FABC [Korean]
- ---------------------------------------------------------------------------------------------------
AA0065A-CFE-01XX AA0065A AA KA22065 PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0065A-AFA-02XX AA0065A AA KA22066 PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0134A-AHC-01XX AA0134A AA KA22134 DUAL EQ AMP+PWR AMP FABC
- ---------------------------------------------------------------------------------------------------
AA0136A-ANI-01XX AA0136A AA KA22136 DUAL PRE AMP+PWR AMP+VOL+MSC FABC
- ---------------------------------------------------------------------------------------------------
AA0136A-BNE-01XX AA0136A AA KA22136D DUAL PRE AMP+PWR AMP+VOL+MSC FABC
- ---------------------------------------------------------------------------------------------------
AA0211X-CDB-01XX AA0211X AA KA22211 DUAL EQ AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0211X-CDB-01XX AA0211X AA KA22211TU DUAL EQ AMP FABB
- ---------------------------------------------------------------------------------------------------
AA02338-ALD-01XX AA0233B AA KA22233 GRAPHIC EQ AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0234B-CMB-01XX AA02348 AA KA22234 GRAPHIC EQ AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0241A-CDA-01XX AA0241A AA KA22241B DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA0241B-CDA-01XX AA0241B AA KA22241C DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA0241X-CDA-01XA AA0241X AA KA22241 DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA0241X-CDA-01XX AA0241X AA KA22241 DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA0242A-CEE-01XX AA0242A AA KA22242TU DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA0261A-AHA-01XX AA0261A AA KA22261 DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA0261A-AHA-01XX AA0261A AA KA22261-N DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA0291X-AMF-01XX AA0291X AA KA22291 DUAL EQ AMP WITH ALC FABC
- ---------------------------------------------------------------------------------------------------
AA0292A-ERE-01XX AA0292A AA KA22292 1 CHIP TAPE RECORDER SYS. FABC
- ---------------------------------------------------------------------------------------------------
AA0292A-ERF-01XX AA0292A AA KA22292Q 1 CHIP TAPE RECORDER SYS. FABC
- ---------------------------------------------------------------------------------------------------
AA0292A-ERJ-01XX AA0292A AA KA22292Q 1 CHIP TAPE RECORDER SYS. FABC
- ---------------------------------------------------------------------------------------------------
AA0292C-ERE-01XX AA0292C AA KA22292 1 CHIP TAPE RECORDER SYS. FABC
- ---------------------------------------------------------------------------------------------------
AA0292C-ERF-01XX AA0292C AA KA22292Q 1 CHIP TAPE RECORDER SYS. FABC
- ---------------------------------------------------------------------------------------------------
AA0292X-ERE-01XX AA0292X AA KA22292 1 CHIP TAPE RECORDER SYS. FABC
- ---------------------------------------------------------------------------------------------------
AA0293A-ERE-01XX AA0293A AA KA22293 AUDIO SIGNAL PROCESSOR FABC
- ---------------------------------------------------------------------------------------------------
AA0293A-ERF-01XX AA0293A AA KA22293Q AUDIO SIGNAL PROCESSOR FABC
- ---------------------------------------------------------------------------------------------------
AA0293A-ERJ-01XX AA0293A AA KA22293Q AUDIO SIGNAL PROCESSOR FABC
- ---------------------------------------------------------------------------------------------------
AA0293B-ERF-01XX AA0293B AA KA22293Q AUDIO SIGNAL PROCESSOR FABC
- ---------------------------------------------------------------------------------------------------
AA0296X-AVB-01XX AA0296X AA KA22296 DOUBLE DECK AUDIO+EXT S/W FABC
- ---------------------------------------------------------------------------------------------------
AA0386A-ACA-01XX AA0386A AA KA386B LOW VTG PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0386A-ACC-01XX AA0386A AA KA386B LOW VTG PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0386A-ACD-01XX AA0386A AA KA386B LOW VTG PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0386A-ACJ-01XX AA0386A AA KA386B LOW VTG PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0386A-BCA-01XX AA0386A AA KA386BD LOW VTG PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0386A-BCC-01XX AA0386A AA KA386BD LOW VTG PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0386A-BCC-01XX AA0386A AA KA386BDTF LOW VTG PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0386X-BCC-01XX AA0386X AA KA386DTF LOW VTG PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA0421X-AHA-01XX AA0421X AA KA22421 AM 1 CHIP RADIO FABB
- ---------------------------------------------------------------------------------------------------
AA0426A-AVB-02XX AA0426A AA KA22425B AM/FM 1 CHIP RADIO FABC
- ---------------------------------------------------------------------------------------------------
AA0426A-AVB-01XX AA0426A AA KA22426B AM/FM 1 CHIP RADIO FABC
- ---------------------------------------------------------------------------------------------------
AA0426B-AVB-02XX AA0426B AA KA22425B AM/FM 1 CHIP RADIO FABC
- ---------------------------------------------------------------------------------------------------
AA0426B-BNE-02XX AA0426B AA KA22425BD AM/FM 1 CHIP RADIO FABC
- ---------------------------------------------------------------------------------------------------
AA0426B-AVB-01XX AA0426B AA KA22426B AM/FM 1 CHIP RADIO FABC
- ---------------------------------------------------------------------------------------------------
AA0426B-BNE-01XX AA0426B AA KA22426BD AM/FM 1 CHIP RADIO FABC
- ---------------------------------------------------------------------------------------------------
AA0426X-BNE-02XX AA0426X AA KA22425D AM/FM 1 CHIP RADIO FABC
- ---------------------------------------------------------------------------------------------------
AA0426X-BNE-01XX AA0426X AA KA22426D AM/FM 1 CHIP RADIO FABC
- ---------------------------------------------------------------------------------------------------
AA0426X-BNK-01XX AA0426X AA KA22426D AM/FM 1 CHIP RADIO FABC
- ---------------------------------------------------------------------------------------------------
AA0427A-AHC-01XA AA0427A AA KA22427B AM/FM 1 CHIP RADIO FABB
- ---------------------------------------------------------------------------------------------------
AA0427A-AHC-01XX AA0427A AA KA22427B AM/FM 1 CHIP RADIO FABB
- ---------------------------------------------------------------------------------------------------
AA0427A-AHC-01XB AA0427A AA KA22427B-01 AM/FM 1 CHIP RADIO FABB
- ---------------------------------------------------------------------------------------------------
AA0427B-AHC-01XX AA0427B AA KA22427C AM/FM 1 CHIP RADIO FABB
- ---------------------------------------------------------------------------------------------------
AA0427C-AHC-01XX AA0427C AA KA22427E AM/FM 1 CHIP RADIO FABB
- ---------------------------------------------------------------------------------------------------
AA0429A-BHB-01XX AA0429A AA KA22429 1 CHIP FM RADIO FABC
- ---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AA0429A-BHJ-01XX AA0429A AA KA22429 FM ONE CHIP RADIO FABC
- ---------------------------------------------------------------------------------------------------
AA0429A-BHB-01XX AA0429A AA KA8532 W/B IF DETECTOR FABC
- ---------------------------------------------------------------------------------------------------
AA0429A-BHJ-01XX AA0429A AA KA8532 W/B IF DETECTOR FABC
- ---------------------------------------------------------------------------------------------------
AA0441X-CHA-01XX AA0441X AA KA22441TU FM IF+DET FABB
- ---------------------------------------------------------------------------------------------------
AA0471A-AHC-01XX AA0471A AA KA22471 AM TUNER+AM/FM IF+DET FABB
- ---------------------------------------------------------------------------------------------------
AA0471X-AHC-01XX AA0471X AA KA22471 AM TUNER+AM/FM IF+DET FABB
- ---------------------------------------------------------------------------------------------------
AA0495A-CDA-01XX AA0495A AA KA22495 FM FRONT END FABB
- ---------------------------------------------------------------------------------------------------
AA0497X-CDA-01XX AA0497X AA KA22497 FM FRONT END FABC
- ---------------------------------------------------------------------------------------------------
AA0682A-ANB-01XX AA0682A AA KA22682B TV SOUND MPX FABB
- ---------------------------------------------------------------------------------------------------
AA0682X-ANJ-01XX AA0682X AA KA22582 TV SOUND MPX FABB
- ---------------------------------------------------------------------------------------------------
AA0686A-AOR-01XX AA0686A AA KA22686 AUDIO SURROUND PROCESSOR FABC
- ---------------------------------------------------------------------------------------------------
AA0686X-AOR-01XX AA0686X AA KA22686 AUDIO SURROUND PROCESSOR FABC
- ---------------------------------------------------------------------------------------------------
AA0686X-01XX AA0686X AA KA22686FC AUDIO SURROUND PROCESSOR FABC
- ---------------------------------------------------------------------------------------------------
AA0688A-AOR-01XA AA0688A AA KB22688B [Korean] TV SOUND MPX FABC
- ---------------------------------------------------------------------------------------------------
AA0688A-AOR-01XB AA0688A AA KB22688B-02 [Korean] TV SOUND MPX FABC
- ---------------------------------------------------------------------------------------------------
AA0688B-AOR-01XX AA0688B AA KB22688C [Korean] TV MULTISOUND MPX FABC
- ---------------------------------------------------------------------------------------------------
AA0688X-AOR-01XX AA0688X AA KB22688 [Korean] TV MULTISOUND MPX FABC
- ---------------------------------------------------------------------------------------------------
AA0900A-AMF-01XX AA0900A AA KA22900 ONE CHIP TUNER WITH MPX FABC
- ---------------------------------------------------------------------------------------------------
AA0900A-BMA-01XX AA0900A AA KA22900D ONE CHIP TUNER WITH MPX FABC
- ---------------------------------------------------------------------------------------------------
AA0900X-AMF-01XX AA0900X AA KA22900 ONE CHIP TUNER WITH MPX FABC
- ---------------------------------------------------------------------------------------------------
AA0900X-BMA-01XX AA0900X AA KA22900D ONE CHIP TUNER WITH MPX FABC
- ---------------------------------------------------------------------------------------------------
AA0901A-AMF-01XX AA0901A AA KA22901 ONE CHIP TUNER WITH NON-ADJUST FABC
- ---------------------------------------------------------------------------------------------------
AA0901A-BMA-01XX AA0901A AA KA22901D ONE CHIP TUNER WITH NON-ADJUST FABC
- ---------------------------------------------------------------------------------------------------
AA0901A-BNA-01XX AA0901A AA KA22901D ONE CHIP TUNER WITH NON-ADJUST FABC
- ---------------------------------------------------------------------------------------------------
AA0901X-AMF-01XX AA0901X AA KA22901 ONE CHIP TUNER WITH NON-ADJUST FABC
- ---------------------------------------------------------------------------------------------------
AA0901X-BMA-01XX AA0901X AA KA22901D ONE CHIP TUNER WITH NON-ADJUST FABC
- ---------------------------------------------------------------------------------------------------
AA2201X-ACA-01XX AA2201X AA KA2201N POWER AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2201X-ACB-01XX AA2201X AA KA2201N POWER AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2201X-ACD-01XX AA2201X AA KA2201N POWER AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2201X-ACB-01XX AA2201X AA KA220IN-N POWER AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2201X-ACD-01XX AA2201X AA KA2201N-N POWER AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2206B-AFA-01XX AA2206B AA KA2206 2.3W DUAL AUDIO POWER AMP. FABC
- ---------------------------------------------------------------------------------------------------
AA2206C-AFA-01XX AA2206C AA KA2206B 2.3W DUAL AUDIO POWER AMP, FABC
- ---------------------------------------------------------------------------------------------------
AA2206C-AHD-01XX AA2206C AA KA2206N 2.3W DUAL AUDIO POWER AMP. FABC
- ---------------------------------------------------------------------------------------------------
AA2206C-AHC-01XX AA2206C AA R&D 2.3W DUAL AUDIO POWER AMP. FABC
- ---------------------------------------------------------------------------------------------------
AA2206D-AFA-01XX AA2206D AA KA2206C 2.3W DUAL AUDIO POWER AMP. FABC
- ---------------------------------------------------------------------------------------------------
AA2206D-AHC-01XX AA2206D AA KA2206CN 2.3W DUAL AUDIO POWER AMP. FABC
- ---------------------------------------------------------------------------------------------------
AA2209A-ACD-01XX AA2209A AA KA2209B DUAL LOW VOLTAGE AMPLIFIER FABB
- ---------------------------------------------------------------------------------------------------
AA2209X-ACD-01XX AA2209X AA KA2209 DUAL LOW VOLTAGE AMPLIFIER FABB
- ---------------------------------------------------------------------------------------------------
AA2212A-CDA-01XX AA2212A AA KA2212 DUAL EQ AMP+PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2213B-AGE-01XX AA2213B AA KA2213 DUAL EQ AMP+PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2213B-AHC-01XX AA2213B AA KA22130 DUAL EQ AMP+PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2214A-AGE-01XX AA2214A AA KA2214 DUAL EQ AMP+PWR AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2220X-CDA-01XX AA2220X AA KA2220 EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA2220X-CDA-01XA AA2220X AA KA2220-J EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA2220X-CDA-01XA AA2220X AA KA2220-JTU EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA2220X-CDA-01XB AA2220X AA KA2220-M EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA2220X-CDA-01XB AA2220X AA KA2220-MTU EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA2221A-CDB-02XX AA2221A AA KA1222 DUQL EQ AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2221A-CDB-01XX AA2221A AA KA2221 DUQL EQ AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2221A-CDB-01XX AA2221A AA KA2221-L DUQL EQ AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2221A-CDB-01XX AA2221A AA KA2221-N DUQL EQ AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2221X-CDB-02XX AA2221X AA KA1222 DUQL EQ AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2223X-AHA-01XX AA2223X AA KA2223 GRAPHIC EQ AMP FABB
- ---------------------------------------------------------------------------------------------------
AA2224A-AGC-01XX AA2224A AA KA2224B DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA2224X-AGA-01XX AA2224X AA KA2224 DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA2224X-AGC-01XX AA2224X AA KA2224 DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA2228X-CUA-01XX AA2228X AA KA2228TU DUAL EQ AMP WITH ALC FABB
- ---------------------------------------------------------------------------------------------------
AA2244A-CDA-01XX AA2244A AA KA2244 FM IF+DET FABB
- ---------------------------------------------------------------------------------------------------
AA2245X-CDC-01XX AA2245X AA KA2245 FM IF+DET FABB
- ---------------------------------------------------------------------------------------------------
AA2248B-AHC-01XX AA2248B AA KA2248 AM TUNER+AM/FM IF+DET FABB
- ---------------------------------------------------------------------------------------------------
AA2261X-AHC-01XX AA2261X AA KA2261 FM MPX FABB
- ---------------------------------------------------------------------------------------------------
AA2263A-CDA-01XX AA2263A AA KA2263 FM MPX FABB
- ---------------------------------------------------------------------------------------------------
AA2263A-CDA-01XX AA2263A AA KA2263-N FM MPX FABB
- ---------------------------------------------------------------------------------------------------
AA2263A-CDA-01XX AA2263A AA KA2263TU FM MPX FABB
- ---------------------------------------------------------------------------------------------------
AA2263B-CDA-01XX AA2263B AA KA22638 FM MPX FABB
- ---------------------------------------------------------------------------------------------------
AA2264X-CDA-01XX AA2264X AA KA2264 FM MPX FABB
- ---------------------------------------------------------------------------------------------------
AA2268X-ANJ-01XX AA2268X AA KA2268 TV AUDIO IC FABB
- ---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AA2271B-AHC-02XX AA2271B AA KA22711B DOLBY FABB
- ---------------------------------------------------------------------------------------------------
AA2271B-AHC-03XX AA2271B AA KA22712B DOLBY FABB
- ---------------------------------------------------------------------------------------------------
AA2271B-AHC-01XX AA2271B AA KA2271B DOLBY FABB
- ---------------------------------------------------------------------------------------------------
AA2272A-BHA-01XX AA2272A AA KA2272D FM NOISE CANCELLER FABB
- ---------------------------------------------------------------------------------------------------
AA2272A-BHB-01XX AA2272A AA KA2272D-1 FM NOISE CANCELLER FABB
- ---------------------------------------------------------------------------------------------------
AA2272A-BHA-01XX AA2272A AA KA2272D-N FM NOISE CANCELLER FABB
- ---------------------------------------------------------------------------------------------------
AA2281A-AHC-01XX AA2281A AA KA2281 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2281A-AHC-02XX AA2281A AA KA2283 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-01XX AA2284A AA KA2284B LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-01XA AA2284A AA KA2284B-01 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-01XA AA2284A AA KA2284B-01TU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-01XB AA2284A AA KA2284B-02 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-01XB AA2284A AA KA2284B-02TU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-01XC AA2284A AA KA2284B-03 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-01XC AA2284A AA KA2284B-03TU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-01XX AA2284A AA KA2284BTU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-02XX AA2284A AA KA2285B LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-02XX AA2284A AA KA2285BTU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-04XX AA2284A AA KA2287B LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284A-CDA-04XX AA2284A AA KA2287BTU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-01XA AA2284X AA KA2284 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-01XB AA2284X AA KA2284 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-01XC AA2284X AA KA2284 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-01XA AA2284X AA KA2284TU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-01XB AA2284X AA KA2284TU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-01XC AA2284X AA KA2284TU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-02XX AA2284X AA KA2285 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-02XX AA2284X AA KA2285TU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-04XX AA2284X AA KA2287 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-04XX AA2284X AA KA2287-N LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2284X-CDA-04XX AA2284X AA KA2287TU LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2288X-AHC-01XX AA2288X AA KA2288 LED LEVEL METER FABB
- ---------------------------------------------------------------------------------------------------
AA2295A-ERF-01XX AA2295A AA KA2295Q AM/FM TUNER + MPX FOR DTS FABC
- ---------------------------------------------------------------------------------------------------
AA2295B-ERF-01XX AA2295B AA KA2295Q AM/FM TUNER + MPX FOR DTS FABC
- ---------------------------------------------------------------------------------------------------
AA2295B-ERJ-01XX AA2295B AA KA2295Q AM/FM TUNER + MPX FOR DTS FABC
- ---------------------------------------------------------------------------------------------------
AA2295C-ERF-01XX AA2295C AA KA2295Q AM/FM TUNER + MPX FOR DTS FABC
- ---------------------------------------------------------------------------------------------------
AA2295C-ERJ-01XX AA2295C AA KA2295Q AM/FM TUNER + MPX FOR DTS FABC
- ---------------------------------------------------------------------------------------------------
AA2297A-AHC-01XX AA2297A AA KA2297 AM/FM TUNER FABC
- ---------------------------------------------------------------------------------------------------
AA2297A-BHD-01XX AA2297A AA KA2297D AM/FM TUNER FABC
- ---------------------------------------------------------------------------------------------------
AA2297X-AHC-01XX AA2297X AA KA2297 AM/FM TUNER FABC
- ---------------------------------------------------------------------------------------------------
AA2297X-BHD-01XX AA2297X AA KA2297D AM/FM TUNER FABC
- ---------------------------------------------------------------------------------------------------
AA2298A-AMF-01XX AA2298A AA KA2298 AM/FM IF+MPX FABC
- ---------------------------------------------------------------------------------------------------
AA2303X-CDA-01XX AA2303X AA KA2303 MISCELLANE FABB
- ---------------------------------------------------------------------------------------------------
AA2401X-ACA-01XX AA2401X AA KA2401 MOTOR SPEED CONTROL FABB
- ---------------------------------------------------------------------------------------------------
AA2402C-ACA-01XX AA2402C AA KA2402 MOTOR SPEED CONTROL FABB
- ---------------------------------------------------------------------------------------------------
AA2402C-ACG-01XX AA2402C AA KA2402 MOTOR SPEED CONTROL FABB
- ---------------------------------------------------------------------------------------------------
AA2404A-TEB-01XX AA2404A AA KA2404B MOTOR SPEED CONTROL FABB
- ---------------------------------------------------------------------------------------------------
AA2404A-TEB-01XX AA2404A AA KA2404BTA MOTOR SPEED CONTROL FABB
- ---------------------------------------------------------------------------------------------------
AA2404X-TEB-01XX AA2404X AA KA2404 MOTOR SPEED CONTROL FABB
- ---------------------------------------------------------------------------------------------------
AA2404X-TEB-01XX AA2404X AA KA2404TA MOTOR SPEED CONTROL FABB
- ---------------------------------------------------------------------------------------------------
AA7226X-AGA-01XX AA7226X AA KA7226 DUAL EQ AMP WITH ALC FABC
- ---------------------------------------------------------------------------------------------------
AA7404X-ERA-01XX AA7404X AA KA7404 CAMERA AUTO FOCUS CONTROLLER FABC
- ---------------------------------------------------------------------------------------------------
AA8408X-BNE-01XX AA8408X AA KA8408D AUDIO PROCESSOR(DP) FABC
- ---------------------------------------------------------------------------------------------------
AA8408X-BNE-01XX AA8408X AA KA8408DTF AUDIO PROCESSOR(DP) FABC
- ---------------------------------------------------------------------------------------------------
AA9201X-BVA-01XX AA9201X AA KA9201 RF AMP FABC
- ---------------------------------------------------------------------------------------------------
AA9201X-AVB-01XX AA9201X AA KA9201N RF AMP FABC
- ---------------------------------------------------------------------------------------------------
AA9201X-EOA-01XX AA9201X AA KA9201Q RF AMP FABC
- ---------------------------------------------------------------------------------------------------
AA9201X-BVA-01XX AA9201X AA KA9201TF RF AMP FABC
- ---------------------------------------------------------------------------------------------------
AA9270X-AKA-01XX AA9270X AA KA9270 AUDIO FILTER FOR CDP FABB
- ---------------------------------------------------------------------------------------------------
AA9270X-AKC-01XX AA9270X AA KA9270 AUDIO FILTER FOR CDP FABB
- ---------------------------------------------------------------------------------------------------
AA9270X-BKA-01XX AA9270X AA KA9270D AUDIO FILTER FOR CDP FABB
- ---------------------------------------------------------------------------------------------------
AA9270X-BKA-01XX AA9270X AA KA9270DTF AUDIO FILTER FOR CDP FABB
- ---------------------------------------------------------------------------------------------------
AA9271X-BON-01XX AA9271X AA KA9271D AUDIO FILTER FOR CDP FABC
- ---------------------------------------------------------------------------------------------------
AA9401A-EWD-01XX AA9401A AA KA9401 AUDIO PROCESSOR(LDP) FABC
- ---------------------------------------------------------------------------------------------------
AA9401X-EWD-01XX AA9401X AA KA9401 AUDIO PROCESSOR(LDP) FABC
- ---------------------------------------------------------------------------------------------------
AA9490X-CDA-01XX AA9490X AA KA9490 AUDIO AMP FOR LDP FABC
- ---------------------------------------------------------------------------------------------------
AD2101X-AGA-01XX AD2101X AD KA2101 VIF FABB
- ---------------------------------------------------------------------------------------------------
AD2102C-AGE-01XX AD2102C AD KA2102A SIF FABB
- ---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 29
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AD2102C-AGE-01XX AD2102C AD KA2102A-N SIF FABB
- ---------------------------------------------------------------------------------------------------
AD2102C-AGE-01XX AD2102C AD LS210 SIF FABB
- ---------------------------------------------------------------------------------------------------
AD2103X-CDB-01XX AD2103X AD KA2103L VIF FABS
- ---------------------------------------------------------------------------------------------------
AD2107A-CFC-01XX AD2107A AD KA2107 DC VOLUME CONTROL FABB
- ---------------------------------------------------------------------------------------------------
AD2107X-CFC-01XX AD2107X AD KA2107 DC VOLUME CONTROL FABB
- ---------------------------------------------------------------------------------------------------
AD2130B-CEB-01XA AD2130B AD KA2130A VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130B-CEB-01XB AD2130B AD KA2130A VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130B-CEB-01XA AD2130B AD KA2130A-L VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130B-CEB-01XB AD2130B AD KA2130A-L VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130B-CEB-01XA AD2130B AD KA2130A-N VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130B-CEB-01XB AD2130B AD KA2130A-N VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130C-CEB-01XA AD2130C AD KA2130A VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130C-CEB-01XB AD2130C AD KA2130A VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130C-CEF-01XX AD2130C AD KA2130A-2 VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130C-CEF-01XX AD2130C AD KA2130A-2-L VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130C-CEF-01XX AD2130C AD KA2130A-2-N VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130C-CEB-01XA AD2130C AD KA2130A-L VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130C-CEB-01XB AD2130C AD KA2130A-L VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130C-CEB-01XA AD2130C AD KA2130A-N VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130C-CEB-01XB AD2130C AD KA2130A-N VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2130C-CEF-01XX AD2130C AD LS213 VERTICAL AMP FABB
- ---------------------------------------------------------------------------------------------------
AD2131X-CEA-01XX AD2131X AD KA2131S1 VERTICAL OUTPUT FABB
- ---------------------------------------------------------------------------------------------------
AD2131X-CEA-01XX AD2131X AD KA2131S1-L VERTICAL OUTPUT FABB
- ---------------------------------------------------------------------------------------------------
AD2131X-CDD-01XX AD2131X AD KA2131S9 VERTICAL OUTPUT FABB
- ---------------------------------------------------------------------------------------------------
AD2131X-CDD-01XX AD2131X AD KA213IS9-L VERTICAL OUTPUT FABB
- ---------------------------------------------------------------------------------------------------
AD2133B-AHE-01XX AD2133B AD KA2133 1 CHIP DEF. FABB
- ---------------------------------------------------------------------------------------------------
AD2133B-AHE-01XX AD2133B AD KA2133-L 1 CHIP DEF. FABB
- ---------------------------------------------------------------------------------------------------
AD2133B-AHE-01XX AD2133B AD KA2133-N 1 CHIP DEF. FABB
- ---------------------------------------------------------------------------------------------------
AD2133C-AHE-01XX AD2133C AD KA2133B 1 CHIP DEF. FABB
- ---------------------------------------------------------------------------------------------------
AD2134X-AIC-01XX AD2134X AD KA2134 DEFLECTION FABB
- ---------------------------------------------------------------------------------------------------
AD2135X-CFC-01XX AD2135X AD KA2135TU DEFLECTION FABB
- ---------------------------------------------------------------------------------------------------
AD2138X-AKA-01XX AD2138X AD KA2138 H/V PROCESSOR FABB
- ---------------------------------------------------------------------------------------------------
AD2138X-AKC-01XX AD2138X AD KA2138 H/V PROCESSOR FABB
- ---------------------------------------------------------------------------------------------------
AD2139X-ANJ-01XX AD2139X AD KA2139 RGB VIDEO AMP FOR MONITOR FABC
- ---------------------------------------------------------------------------------------------------
AD2139X-AVB-01XX AD2139X AD KA2139S RGB VIDEO AMP FOR MONITOR FABC
- ---------------------------------------------------------------------------------------------------
AD2140A-AMI-03XX AD2140A AD KA2143B RGB VIDEO AMP FOR MONITOR FABC
- ---------------------------------------------------------------------------------------------------
AD2140X-AMQ-01XX AD2140X AD KA2140 RGB VIDEO AMP FOR MONITOR FABC
- ---------------------------------------------------------------------------------------------------
AD2140X-ANJ-01XX AD2140X AD KA2140 RGB VIDEO AMP FOR MONITOR FABC
- ---------------------------------------------------------------------------------------------------
AD2140X-AMI-03XX AD2140X AD KA2143 RGB VIDEO AMP FOR MONITOR FABC
- ---------------------------------------------------------------------------------------------------
AD214IX-AKC-01XX AD2141X AD KA2141B RGB VIDEO AMP FOR MONITOR FABC
- ---------------------------------------------------------------------------------------------------
AD2147X-AQD-01XX AD2147X AD KB2147-S H/V SYNC PROCESSRO FOR MONITOR FABC
- ---------------------------------------------------------------------------------------------------
AD2149X-AQD-01XX AD2149X AD KB2149 H/V SYNC PROCESSRO FOR MONITOR FABC
- ---------------------------------------------------------------------------------------------------
AD2153A-AQB-01XX AD2153A AD KA2153 CHROMA IC FABC
- ---------------------------------------------------------------------------------------------------
AD2153A-AQB-01XX AD2153A AD KA2153-L CHROMA IC FABC
- ---------------------------------------------------------------------------------------------------
AD2154B-AQB-01XX AD2154B AD KA2154 CHROMA IC FABC
- ---------------------------------------------------------------------------------------------------
AD2154C-AQB-01XX AD2154C AD KA2154E CHROMA IC FABC
- ---------------------------------------------------------------------------------------------------
AD2160X-ABA-01XX AD2160X AD KA2160 NTSC CTV 1 CHIP FABC
- ---------------------------------------------------------------------------------------------------
AD2161X-ASA-01XX AD2161X AD KA2161 NT/PAL CTV 1 CHIP FABC
- ---------------------------------------------------------------------------------------------------
AD2163A-ABB-01XX AD2163A AD KA2163 NTSC CTV 1 CHIP FABC
- ---------------------------------------------------------------------------------------------------
AD2163B-ABB-01XX AD2163B AD KA2163 NTSC CTV 1 CHIP FABC
- ---------------------------------------------------------------------------------------------------
AD2163C-ABB-01XX AD2163C AD KA2163B NTSC CTV 1 CHIP FABC
- ---------------------------------------------------------------------------------------------------
AD2163X-ABB-01XX AD2163X AD KA2163 NTSC CTV 1 CHIP FABC
- ---------------------------------------------------------------------------------------------------
AD2181X-CDB-01XX AD2181X AD KA2181 REMOCON PREAMP FABB
- ---------------------------------------------------------------------------------------------------
AD2181X-CDB-01XX AD2181X AD KA2181-L REMOCON PREAMP FABB
- ---------------------------------------------------------------------------------------------------
AD2181X-CDB-01XX AD2181X AD KA2181-N REMOCON PREAMP FABB
- ---------------------------------------------------------------------------------------------------
AD2184X-CDE-01XX AD2184X AD KA2184 REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
AD2184X-CDE-01XB AD2184X AD KA2184-18 REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
AD2184X-CDE-01XC AD2184X AD KA2184-20 REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
AD2184X-BCC-01XA AD2184X AD KA2184D REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
AD2184X-BCC-01XB AD2184X AD KA2184D-02 REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
AD2184X-BCC-01XB AD2184X AD KA2184D-02-N REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
AD2184X-BCC-01XB AD2184X AD KA2184D-02TF REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
AD2184X-BCC-01XC AD2184X AD KA2184D-03 REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
AD2184X-BCC-01XC AD2184X AD KA2184D-03-N REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
AD2184X-BCC-01XA AD2184X AD KA2184D-N REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
AD2185A-AKC-01XX AD2185A AD KA2185B PRESCALER & PLL FABC
- ---------------------------------------------------------------------------------------------------
AD2186X-ACA-01XX AD2186X AD KA2186 VIDEO SWITCH FABB
- ---------------------------------------------------------------------------------------------------
AD2188X-BCC-01XX AD2188X AD KA2188D REMOCON PREAMP FABC
- ---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AD2192A-AVB-01XX AD2192A AD KA21926 4 INPUT S/W IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2193X-BCA-01XX AD2193X AD KA2193D PHOTO DIODE + PRE AMP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2194X-BMB-01XX AD2194X AD KA2194D RGB ENCODER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2194X-BMB-01XX AD2194X AD KA2194DTF RGB ENCODER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2194X-BMB-02XX AD2194X AD KA2195D RGB ENCODER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2194X-BMB-02XX AD2194X AD KA2195DTF RGB ENCODER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2197X-BMB-01XX AD2197X AD KA2197D RGB ENCODER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2197X-BMC-01XX AD2197X AD KA2197D2 RGB ENCODER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2198A-BMC-01XX AD2198A AD KA2198BD RGB ENCODER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2198A-BMC-31XX AD2198A AD KA2198BDTF RGB ENCODER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2198X-BMC-01XX AD2198X AD KA2198D RGB ENCODER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2500X-ANJ-01XX AD2500X AD KA2500 VIDEO PREAMP BY I2C BUS CNT. FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2504X-AMI-01XX AD2504X AD KA2504 RGB VIDEO AMP FOR MONITOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2506X-ANJ-01XX AD2506X AD KA2506 I2C BUS CTRL RGB PREAMP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2506X-ANJ-011X AD2506X AD KA2506-01 I2C BUS CTRL RGB PREAMP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2507X-AMF-01XX AD2507X AD KA2507 VIDEO INPUT SWITCH FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2511A-AOR-01XX AD2511A AD KB2511B IIC BUS CTRL.H/V SYNC PRO. FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2511A-AOR-01XX AD2511A AD KB2511B-S IIC BUS CTAL.H/V SYNC PRO. FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2511X-AOR-01XX AD2511X AD KB2511-S HV DEFLECTION PROCESSOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2606X-CDA-02XX AD2606X AD KA2605 Sync. Detector FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2606X-CDA-01XX AD2606X AD KA2606 Sync. Detector FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2911C-AHC-01XX AD2911C AD KA2911 IF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2912A-AGE-01XX AD2912A AD KA2912 B/W F PROCESS IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2912A-AGI-01XX AD2912A AD KA29128 B/W F PROCESS IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2912A-AGE-01XX AD2912A AD KA2912-L B/W F PROCESS IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2912A-AGE-01XX AD2912A AD KA2912-N B/W F PROCESS IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2912A-AGE-01XX AD2912A AD LS291 B/W F PROCESS IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2913A-AHC-01XX AD2913A AD KA2913A IF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2913A-AHC-01XX AD2913A AD KA2913A-L IF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2914A-AMB-01XX AD2914A AD KA2914A IF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2914B-AMB-01XX AD29146 AD KA2914A IF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2914C-AMB-01XX AD2914C AD KA2914B IF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2914X-AMS-01XX AD2914X AD KA2914A IF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2915A-ANJ-01XX AD2915A AD KA2915 1 CHIP B/W FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2915A-ANJ-01XX AD2915A AD KA2915-L 1 CHIP B/W FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2915A-ANJ-01XX AD2915A AD KA2915-N 1 CHIP B/W FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2919A-AVB-01XX AD2919A AD KA2919 VIF+SIF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2919A-AVB-01XX AD2919A AD KA2919-L VIF+SIF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2981X-AHC-01XA AD29B1X AD KA2981 RF MODULATOR FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2981X-AHC-01XG AD29B1X AD KA2981 RF MODULATOR FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2981X-AHC-01XC AD29B1X AD KA2981 RF MODULATOR FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982A-BKA-01XC AD2982A AD KA2982D-03TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982B-BKA-01XA AD29828 AD KA2982BD-01TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982B-BKA-01XB AD29828 AD KA2982BD-02TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982B-BKA-01XC AD29828 AD KA29826D-03TF UHF PF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982C-BKA-01XA AD2982C AD KA2984D-01 UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982C-BKA-01XA AD2982C AD KA2984D-01TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982C-BKA-01XB AD2912C AD KA2984D-02 UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982C-BKA-01XB AD2982C AD KA2984D-02TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982C-BKA-01XC AD2952C AD KA2984D-03 UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982C-BKA-01XC AD2982C AD KA2984D-03TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982D-BKA-01XA AD2982D AD KA2984D-01 UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982D-BKA-01XA AD2982D AD KA2984D-01TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982D-BKA-01XB AD2982D AD KA2984D-02 UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982D-BKA-01XB AD2982D AD KA2984D-02TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2982D-BKA-01XC AD2982D AD KA29840-03TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985A-BKF-01XX AD2985A AD KA29856D UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985A-BKF-01XB AD2985A AD KA2985BD-02TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985A-BKF-01XX AD2985A AD KA29856DTF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985B-BKF-01XX AD29858 AD KA29858D-B UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985B-BKF-01XX AD29856 AD KA2985BD-BTF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985X-BKF-01XA AD2985X AD KA2985D-01 UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985X-BKF-01XA AD2985X AD KA2985D-01-SEMTF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985X-BKF-01XA AD2985X AD KA2985D-01TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985X-BKF-01XB AD2985X AD KA2985D-02 UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985X-BKF-01XB AD2985X AD KA2985D-02-SEMTF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2985X-BKF-01XB AD2985X AD KA2985D-02TF UHF RF MODULATOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2986X-BHB-01XX AD2986X AD KA2986D RF MODULATOR(SIMPLE) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 31
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AD2986X-BHJ-01XX AD2986X AD KA2986D UHF RF MOOULATOR(SIMPLE) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2986X-BHJ-01XX AD2986X AD KA2986DTF UHF RF MODULATOR(SIMPLE) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2990A-BHA-01XX AD2990A AD KA2990BD VHF RF MODULATOR IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2990A-BHA-01XX AD2990A AD KA2990BDTF VHF RF MODULATOR IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2990B-BHB-01XX AD2990B AD KA2990CD VHF RF MODULATOR IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2990B-BHJ-01XX AD2990B AD KA2990CD VHF RF MODULATOR IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2990B-BHB-01XX AD2990B AD KA2990CDTF VHF RF MODULATOR IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD2990B-BHJ-01XX AD2990B AD KA2990CDTF VHF RF MODULATOR IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5513B-AOR-02XX AD5513B AD KS5513C-02 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5513B-AOR-04XX AD5513B AD KS5513C-04 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5513B-AOR-06XX AD5513B AD KS5513C-06 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5513B-AOR-07XX AD5513B AD KS5513C-07 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5513C-AOR-02XX AD5513C AD KS5513C-02 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5513C-AOR-04XX AD5513C AD KS5513C-04 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5513C-AOR-05XX AD5513C AD KS5513C-05 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5513C-AOR-06XX AD5513C AD KS5513C-06 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5513C-AOR-07XX AD5513C AD KS5513C-07 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514A-AMP-02XX AD5514A AD KS5514B-02 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514A-AMP-03XX AD5514A AD KS5514B-03 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514A-AMP-06XX AD5514A AD KS5514B-06 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514A-AMP-07XX AD5514A AD KS5514B-07 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514A-AMP-09XX AD5514A AD KS5514B-09 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514A-AMP-10XX AD5514A AD KS5514B-10 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514A-AMP-11XX AD5514A AD KS5514B-11 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514A-AMP-12XX AD5514A AD KS5514B-12 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514A-AMP-13XX AD5514A AD KS5514B-13 OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514A-AMP-14XX AD5514A AD KS5514B-14 OSD+SYNC ICHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-02XX AD5514B AD KS5514B-02 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-03XX AD5514B AD KS5514B-03 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-06XX AD5514B AD KS5514B-06 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-07XX AD5514B AD KS5514B-07 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-09XX AD5514B AD KS5514B-09 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-10XX AD5514B AD KS5514B-10 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-11XX AD5514B AD KS5514B-11 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-12XX AD5514B AD KS5514B-12 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-13XX AD5514B AD KS5514B-13 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-14XX AD5514B AD KS5514B-14 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-15XX AD5514B AD KS5514B-15 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514B-AMP-16XX AD5514B AD KS5514B-16 OSD + SYNC 1 CHIP (SVR [KOREAN]) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514X-AMP-02XX AD5514X AD KS5514-02 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514X-AMP-03XX AD5514X AD KS5514-03 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5514X-AMP-07XX AD5514X AD KS5514-07 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5515X-GLA-01XX AD5515X AD KS5515D-01 OSD + SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5516A-AMP-01XX AD5516A AD KS5516-01 VCR[KOREAN] OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5516A-AMP-04XX AD5516A AD KS5516-04 VCR[KOREAN] OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5516A-AMP-08XX AD5516A AD KS5516-08 VCR[KOREAN] OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5516X-AMP-01XX AD5516X AD KS5516-01 VCR[KOREAN] OSD+SYNC1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5516X-AMP-04XX AD5516X AD KS5516-04 VCR[KOREAN] OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD5516X-AMP-08XX AD5516X AD KS5516-08 VCR[KOREAN] OSD+SYNC 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7007A-BHB-01XX AD7007A AD KA7007D EVF FOR CAMCORDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7007A-BHJ-01XX AD7007A AD KA7007D EVF FOR CAMCORDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7007A-BHB-01XX AD7007A AD KA7007DTF EVF FOR CAMCORDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7007A-BHJ-01XX AD7007A AD KA7007DTF EVF FOR CAMCORDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7007X-BHB-01XX AD7007X AD KA7007D EVF FOR CAMCORDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7007X-BHJ-01XX AD7007X AD KA7007D EVF FOR CAMCORDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7301X-EDB-01XX AD7301X AD KS7301 1 GEN DCP FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
AD7302A-BVB-01XX AD7302A AD KA7302D 1 GEN CDS(+AGC+GAMMA) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7302X-BVB-01XX AD7302X AD KA7302D 1 GEN CDS(+AGC+GAMMA) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7302X-BVB-01XX AD7302X AD KA7302DTF 1 GEN CDS(+AGC+GAMMA) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD730SA-ERA-01XX AD7305A AD KA7305 1 GEN B/W CCD PROCESS FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7305X-ERA-01XX AD7305X AD KA7305 1 GEN B/W CCD PROCESS FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7307A-BKF-01XX AD7307A AD KA7307BD 2GEN CDS(+AGC) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7307A-BKF-01XX AD7307A AD KA7307BDTF 2GEN CDS(+AGC) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7307X-BKF-01XX AD7307X AD KA7307D 2GEN CDS(+AGC) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7307X-BKF-01XX AD7307X AD KA7307DTF 2GEN CDS(+AGC) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7309X-ERA-01XX AD7309X AD KA7309 2GEN B/W CCD PROCESS FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD7309X-ERA-01XX AD7309X AD KA7309-N 2GEN B/W CCD PROCESS FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8116X-GLA-01XX AD8116X AD KA8116D VCR PREAMP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADS119A-AVB-02XX AD8119A AD KA8119 CANAL SWITCH IC FAFC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8119A-AVB-01XX AD8119A AD KA8119B CANAL SWITCH IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8119A-01XX AD8119A AD KA8119BD CANAL SWITCH IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8119A-BVA-01XX AD8119A AD KA8119BDTF CANAL SWITCH IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8119A-BVA-01XX AD8119A AD KA8119BDTU CANAL SWTTCH IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8119X-AVB-01XX AD8119X AD KA8119 CANAL SWITCH IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8121X-ETG-01XX AD8121X AD KB8121 VCR Y/C 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8122X-ERF-01XX AD8122X AD KA8122 VCR PREAMP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8122X-ERJ-01XX AD8122X AD KA8122 VCR PREAMP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8181X-EWE-01XX AD8181X AD KA8181 8mm VCR Y/C 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8182X-ERA-01XX AD8182X AD KA8182 8mm VCR PREAMP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8201X-BQN-01XX AD8201X AD KA8201D-S KBPS FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8319A-ABA-01XX AD8319A AD KA8319 VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8320A-ESB-01XX AD8320A AD KA8320Q VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8320A-ESB-02XX AD8320A AD KA8321Q VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8320A-ESB-03XX AD8320A AD KA8324Q VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8320A-ESB-04XX AD8320A AD KA8325Q VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8320B-ESB-01XX AD8320B AD KA8320Q VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8320B-ESB-02XX AD8320B AD KA8321Q VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8320B-ESB-03XX AD8320B AD KA8324Q VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8320B-ESB-04XX AD8320B AD KA8325Q VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8322X-ETD-01XX AD8322X AD KA8322 CAMCODER SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8327X-ESB-01XX AD8327X AD KA8327 VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8327X-ESB-02XX AD8327X AD KA8331 VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8333A-ESB-02XX AD8333A AD KA8334 VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8333B-ESB-02XX AD83338 AD KA8334B VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8333B-ESB-03XX AD8333B AD KA8337 VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8333C-ESB-02XX AD8333C AD KA8334B VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8333C-ESB-03XX AD8333C AD KA8337 VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8333X-ESB-02XX AD8333X AD KA8334 VCR SERVO FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8402X-CDC-01XX AD8402X AD KA8402 A/V S/W IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD8402X-CDC-01XX AD8402X AD KA8402TU A/V S/W IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD8403X-CDA-01XX AD8403X AD KA8403 A/V S/W IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD8403X-CDA-01XX AD8403X AD KA8403TU A/V S/W IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AD8404X-CDC-01XX AD8404X AD KA8404 A/V S/W IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8404X-CDC-01XX AD8404X AD KA8404TU A/V S/W IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8404X-CDA-02XX AD8404X AD KA8405 A/V S/W IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD8404X-CDA-02XX AD8404X AD KA8405TU A/V S/W IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9220A-EWD-01XX AD9220A AD KA92208 RF AMP + SSP FOR CDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9220A-EWF-01XX AD9220A AD KA9220B-AN RF AMP + SSP FOR CDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9220A-EWD-02XX AD9220A AD KA9220B-L RF AMP + SSP FOR CDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9220E-EWD-01XX AD9220E AD KA9220C RF AMP + SSP FOR CDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9220E-EWF-01XX AD9220E AD KA9220CAN RF AMP + SSP FOR CDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9220E-EWF-02XX AD9220E AD KA9220CAN-L RF AMP + SSP FOR CDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9220E-EWD-02XX AD9220E AD KA9220C-L RF AMP + SSP FOR CDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9220X-EWD-01XX AD9220X AD KA9220 RF AMP + SSP FOR CDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9223X-EWD-01XX AD9223X AD KB9223 CDP 3[KOREAN]SERVO IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9223X-EWD-01XX AD9223X AD K89223-AW CDP 3[KOREAN]SERVO IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9223X-EWD-02XX AD9223X AD KB9223-L CDP 3[KOREAN]SERVO IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9223X-EWD-02XX AD9223X AD KB9223-L-AW CDP 3[KOREAN]SERVO IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9410X-AQD-01XX AD9410X AD KA9410 VIDEO PROCESSOR FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9410X-BVA-011X AD9410X AD KA9414D VIDEO PROCESSOR FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9411A-EXF-02XX AD9411A AD KA9413-01 VIDEO PROCESSOR FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9411B-EXF-01XX AD9411B AD KA9413 VIDEO PROCESSOR FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9411B-EXF-02XX AD9411B AD KA9413-01 VIDEO PROCESSOR FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9411C-EXF-01XX AD9411C AD KA9413 VIDEO PROCESSOR FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9411C-EXF-02XX AD9411C AD KA9413-01 VIDEO PROCESSOR FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9411X-EXF-01XX AD9411X AD KA9411 VIDEO PROCESSOR FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9420X-AQD-01XX AD9420X AD KA9420 FTS SERVO FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9421X-EXF-01XX AD9421X AD KA9421 FTS SERVO FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9430X-AQD-01XX AD9430X AD KA9430 SPINDLE SERVO FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AD9431X-ARA-01XX AD9431X AD KA9431 SPINDLE SERVO FOR LDP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AE1489A-AGA-01XX AE1489A AE KA1489 RS232C DRIVER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AE1489B-AGA-01XX AE1489B AE KA1489 RS232C DRIVER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AE2309X-CFB-01XX AE2309X AE KA2305A TOY IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AE2309X-AHC-01XX AE2309X AE KA2309 TOY IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AE2310X-CDA-01XX AE2310X AE KA2310 TOY IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AE2311X-AHC-01XX AE2311X AE KA2311 TOY IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AE2312X-CDA-01XX AE2312X AE KA2312 TOY IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AE2825A-ETD-01XX AE2825A AE KB2825 FDD CONTROLLER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AE2825X-ETD-01XX AE2825X AE KB2825 FDD CONTROLLER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG0030X-LNC-01XX AG0030X AG KT8506J SLIC[KOREAN] FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG0030X-LNC-02XX AG0030X AG KT8586J HIBH VTG SLIC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG0567X-ACA-01XX AG0567X AG KA567 TONE DECODER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG0567X-ACG-01XX AG0567X AG KA567 TONE DECODER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG0567X-BCC-01XX AG0567X AG KA567D TONE DECODER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG0567X-BCC-01XX AG0567X AG KA567DTF TONE DECODER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG1567X-ACA-01XX AG1567X AG KA567L TONE DECODER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG1567X-BCA-01XX AG1567X AG KA567LD TONE DECODER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2410B-ACA-01XX AG2410B AG KA2410 TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2410B-ACG-01XX AG2410B AG KA2410 TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2410B-ACA-01XX AG2410B AG KA2410-N TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2410B-ACG-01XX AG2410B AG KA2410-N TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2410B-ACA-02XX AG2410B AG KA2411 TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2410B-ACG-02XX AG2410B AG KA2411 TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2418D-ACC-02XB AG2418D AG KA2418 TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2418D-ACC-01XB AG2418D AG KA2428 TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2418D-ACC-02XA AG2418D AG KA2428 TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2418D-ACC-02XX AG2418D AG KA2428 TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2418E-ACC-01XX AG2418E AG KA2418B 1 CHIP TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2418F-ACC-01XX AG2418F AG KA2418B1 1 CHIP TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2418G-ACC-01XX AG2418G AG KA2418B 1 CHIP TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2418H-ACC-01XX AG2418H AG KA2418C 1 CHIP TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2418H-BCC-01XX AG2418H AG KA2418CD 1 CHIP TONE RINGER FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG2418H-BCC-01XX AG2418H AG KA2418CDTF 1 CHIP TONE RINGER FABS
- ------------------------------------------------------------------------------------------------------------------------------------
AG2420X-ANJ-01XX AG2420X AG KA2420 SPEAKER PHONE FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG2425A-A1E-01XX AG2425A AG KA2425A-3 LOW VOLTAGE SPEECH NETWORK FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG2425A-BKA-01XX AG2425A AG KA2425AD LOW VOLTAGE SPEECH NETWORK FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG2425X-A1E-01XB AG2425X AG KA2425A-2 LOW VOLTAGE SPEECH NETWORK FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361B-AHC-01XX AG3361B AG KA3361B LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361B-BHA-01XX AG3361B AG KA3361BD LOW VOL, NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361B-BHB-01XX AG3361B AG KA3361BD-1 LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361B-BHJ-01XX AG3361B AG KA3361BD-1 LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361B-BHB-01XX AG3361B AG KA3361BD-1TF LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361B-BHJ-01XX AG3361B AG KA3361BD-1TF LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361B-BHA-01XX AG3361B AG KA3361BDTF LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361C-AHC-01XX AG3361C AG KA3361C LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361C-BHB-01XX AG3361C AG KA3361CD LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361C-BHJ-01XX AG3361C AG KA3361CD LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361C-BHA-01XX AG3361C AG KA3361CD-1 LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361C-BHA-01XX AG3361C AG KA3361CD-1TF LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361C-BHB-01XX AG3361C AG KA3361CDTF LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361C-BHJ-01XX AG3361C AG KA3361CDTF LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361X-AHC-01XX AG3361X AG KA3361 LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361X-BHA-01XX AG3361X AG KA3361D LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361X-BHA-01XX AG3361X AG KA3361D-N LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361X-BHA-01XX AG3361X AG KA3361DTF LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG3361X-AHC-01XX AG3361X AG KA3361-N LOW VOL. NARROW BAND FM IF RE. FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8501B-ETF-03XX AG8501B AG KA8510BQ-1 SPEECH N/W+DTMF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8501X-AHD-01XX AG8501X AG KA8501 SPEECH N/W+DTMF FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8503X-A1C-01XX AG8503X AG KA8503 SPEECH NETWORK FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8504X-AHC-01XX AG8504X AG KA8504 SPEECH NETWORK FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8507A-AKC-01XX AG8507A AG KA8507B COMPANDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8507A-BKA-01XX AG0507A AG KA8507BD COMPANDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8507A-BKA-01XX AG8507A AG KA8507BDTF COMPANDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8507X-AKC-01XX AG8507X AG KA8507 COMPANDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8507X-BKA-01XX AG8507X AG KA8507D COMPANDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8507X-BKA-01XX AG8507X AG KABS07DTF COMPANDER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510A-ATA-01XX AG8510A AG KA8510B CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510A-ETA-01XX AG8510A AG KA8510BQ CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510A-ATA-02XX AG8510A AG KA8511B CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510A-ETF-02XX AG0510A AG KA8511BQ CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510B-ETF-01XX AG8510B AG KA8510BQ CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510B-ETF-03XX AG8510B AG KA8510BQ-1 CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510B-ATA-02XX AG8510B AG KA8511B CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510B-ETF-02XX AG8510B AG KA8511BQ CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AG8510C-ATA-01XX AG8510C AG KA8510C CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510C-ETF-01XX AG8510C AG KA8510CQ CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510D-ATA-01XX AG8510D AG KA8510C CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8510D-ETF-01XX AG8510D AG KA8510CQ CLP 1 CHIP FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8512A-AGF-01XX AG8512A AG KA8512 IF DECTOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8512X-AGF-01XX AG8512X AG KA8512 IF DECTOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8512X-BGE-01XX AG8512X AG- KA8512D IF DECTOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8512X-BGE-01XX AG8512X AG KA8512DTF IF DECTOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8513X-BKD-02XX AG8513X AG KA8513BD POCSAG IF IC FOR PAGER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8513X-BKD-02XA AG8513X AG KA8513BD-1 POCSAG IF IC FOR PAGER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8513X-BKD-02XA AG8513X AG KA8513BD-1TF POCSAG IF IC FOR PAGER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8513X-BKD-02XX AG8513X AG KA8513BDTF POCSAG IF IC FOR PAGER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8513X-BKD-01XX AG8513X AG KA8513D POCSAG IF IC FOR PAGER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8513X-BKD-01XX AG8513X AG KA8513DTF POCSAG IF IC FOR PAGER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8514A-BKD-01XX AG8514A AG KA8514BD POCSAG IF WITH RSSI FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8514A-BKD-01XX AG8514A AG KA8514BDTF POCSAG IF WITH RSSI FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8514X-BKD-02XX AG8514X AG KA8514AD POCSAG IF WITH RSSI FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8514X-BKD-02XX AG8514X AG KA8514ADTF POCSAG IF WITH RSSI FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8514X-BKC-01XX AG8514X AG KA8514D POCSAG IF WITH RSSI FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8514X-BKD-01XX AG8514X AG KA8514DTF POCSAG IF WITH ASSI FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8515X-BMD-01XX AG8515X AG KA8515D FLEX IF DETECTOR(ADC [KOREAN]) FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8515X-BMD-01XA AG8515X AG KA8515D-1TF FLEX IF IC FOR PAGER FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8515X-BMD-01XX AG8515X AG KA8515DTF FLEX IF DETECTOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8516X-BMD-01XX AG8516X AG KA8516D FLEX PAGER[KOREAN]IF DETECTOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8516X-BMD-01XX AG8516X AG KA8516DTF FLEX IF DETECTOR FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8518X-LNC-01XX AG8518X AG MBLIC MBLIC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8525X-ETA-01XX AG8525X AG KA8525Q ACT BUILT IN 25CH. PLL FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8525X-ETF-01XX AG8525X AG KA8525Q ACT BUILT IN 25CH. PLL FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8527A-ERF-01XX AG8527A AG KB8527BQ 1 CHIP CLP IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8527A-ERF-01XA AG8527A AG KB8527BQ-1 1 CHIP CLP IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8527A-ERF-01XB AG8527A AG K88527BQ-2 1 CHIP CLP IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8527B-ERF-01XX AG85278 AG KB8527BQ-2 1 CHIP CLP IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8527B-ERJ-01XX AG85278 AG K88527BQ-2 1 CHIP CLP IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8527X-ERF-02XX AG8527X AG K68527AH 1 CHIP CLP IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8527X-ERF-01XX AG8527X AG K68527AQ 1 CHIP CLP IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8527X-ERF-01XA AG8527X AG K88527AQ-A 1 CHIP CLP IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8527X-ERF-01XB AG8527X AG KB8527AQ-B 1 CHIP CLP IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8528X-ERJ-01XX AG8528X AG KB8528Q 1 CHIP CLP IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8550X-FOP-01XX AG8550X AG KA8550L SLIM SLIC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8582A-LNC-01XX AG8582A AG KT8582BJ-+ TELEMETERING SLIC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8582A-FOV-01XX AG8582A AG KT8582BL-+ TELEMETERING SLIC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8582X-LNC-01XX AG8582X AG KT8582J-+ TELEMETERING SLIC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8589A-LNC-01XX AG8589A AG KT8589BJ-+ SLIC[KOREAN] FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8589A-FOV-01XX AG8589A AG KT8589BL-+ SLIC[KOREAN] FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8589X-LNC-01XX AG8589X AG KT8589J-+ SLIC[KOREAN] FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8590A-LNC-01XX AG8590A AG KT8590BJ-+ [KOREAN]SLIC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8590A-FOV-01XX AG8590A AG KT8590BL-+ [KOREAN]SLIC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG85906-LNC-01XX AG8590B AG KT8590CJ-+ [KOREAN]SLIC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8590B-FOV-01XX AG8590B AG KT8590CL-+ [KOREAN]SLIC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8590X-LNC-01XX AG8590X AG KT8590J-+ [KOREAN]SLIC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8601A-ARA-01XX AG8601A AG KA8601B SPEAKER PHONE IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8601B-ARA-01XX AG8601B AG KA8601C SPEAKER PHONE IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8601X-ARA-01XX AG8601X AG KA8601 SPEAKER PHONE IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8601X-ARA-01XX AG8601X AG KA8601-N SPEAKER PHONE IC FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8602B-ACA-01XX AG8602B AG KA8602B LOW PWR AUDIO AMP FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8602B-ACG-01XX AG8602B AG KA8602B LOW PWR AUDIO AMP FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8602B-BCA-01XX AG06026 AG KA8602BD LOW PWR AUDIO AMP FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8602B-BCC-01XX AG8602B AG KA8602BD LOW PWR AUDIO AMP FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8602B-BCC-01XX AG8602B AG KA8602BDTF LOW PWR AUDIO AMP FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8602X-ACA-01XX AG8602X AG KA8602 LOW PWR AUDIO AMP FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8602X-BCC-01XX AG8602X AG KA8602D LOW PWR AUDIO AMP FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8602X-BCC-01XX AG8602X AG KA8602DTF LOW PWR AUDIO AMP FABB
- ------------------------------------------------------------------------------------------------------------------------------------
AG8603X-AHA-01XX AG8603X AG KA8603 SPEECH IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8603X-BHB-01XX AG8603X AG KA8603D SPEECH IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8603X-BHJ-01XX AG8603X AG KA8603D SPEECH IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8603X-BHB-01XX AG8603X AG KA8603DTF SPEECH IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8603X-BHJ-01XX AG8603X AG KA8603DTF SPEECH IC FABC
- ------------------------------------------------------------------------------------------------------------------------------------
AG8653X-EWG-01X3 AG8653X AG KB8653 CDMA BASEBAND ANALOG IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 35
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AG8653X-EWE-01X3 AG8653X AG K68653Q CDMA BASEBAND ANALOG IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
AG8654X-ERA-01XX AG8654X AG KB8654 CDMA BASEBAND ANALOG IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
AG8810X-AHC-01XX AGN10X AG KS8810 PLL FOR CELLULAR FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
AG8810X-BHA-01XX AG8810X AG KS8810D PLL FOR CELLULAR FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
AG8815X-AHC-01XX AG8815X AG KS8815 PLL FOR PAGER FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
AG8815X-BHA-01XX AG8815X AG KS8815D IF FOR FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
AG8825X-BHK-01X1 AG8825X AG K88825 DUAL PLL FOR 900M CLP FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BC6078C-ETE-01XX BC6078C BC KS607BERV CALCULATOR IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BC6325X-ERB-01XX BC6325X BC KS6325FW CALCULATOR IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BC6429A-ERD-01XX BC6429A BC KS6429RV CALCULATOR IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BD1901H-EXD-01XX BC1901H BD KD16901 AUDIO EFFECT PROCESSOR FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BD1901H-EXD-02XX BD1901H BD KD16901A AUDIO EFFECT PROCESSOR FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BD1901H-EXD-02XX BD1901H BD KD16901A AUDIO EFFECT PROCESSOR FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BD5402X-A1C-01XX BD5402X BD KS5402 GUITAR TUNER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BD5403X-AHC-01XX BD5403X BD KS5403 METRONORM TUNER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE0123X-FZH-01XX BE0123X BE KS0123 VIDEO ENCODER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE0125X-EWO-01XX BE0125X BE KS0125 VIDEO ENCODER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE0129X-EAF-01XX BE0129X BE KS0129 C/TV[KOREAN] DIGITAL C/V/D PROCESSOR FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BE2145X-AMP-01XX BE2145X BE KS2145 MODE SELECTOR FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE2146X-APD-01XX BE2146X BE KS2146 MODE SELECTOR FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE2146X-AQD-01XX BE2146X BE KS2146 MODE SELECTOR FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE2501D-AMI-01XX BE2501D BE KS2501 MONITOR OSD FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE2501D-AMI-02XX BE2501D BE KS2501-02 MONITOR [KOREAN] OSD FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE2501D-AMI-03XX BE2501D BE KS2501-03 MONITOR [KOREAN] OSD FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE2501D-AMI-05XX BE2501D BE KS2501-05 MONITOR [KOREAN] OSD FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE2501D-AMI-06XX BE2501D BE KS2501-06 MONITOR [KOREAN] OSD(OPTION) FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE2501D-AMI-07XX BE2501D BE KS2501-07 MONITOR[KOREAN] OSD FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE5520D-AMP-01XX BE5520D BE KS5520-01 256 CHAR. COLOR OSD IC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE5520D-AMP-05XX BE5520D BE KS5520-05 256 CHARS. COLOR OSD(CHINESE) FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE5520D-AMP-06XX BE5520D BE KS5520-06 256 CHAR. COLOR OSD IC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE5520D-AMP-07XX BE5520D BE KS5520-07 256 COLOR COMPOSITE OSD IC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE5520D-BMA-04XX BE5520D BE KS5520D-04 256 CHARACTERS OSD FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE5520D-BMA-04XX BE5520D BE KS5520D-04TF 256-CHARACTER COLOR OSD FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE7212X-ERA-01XX BE7212X BE KS7212 TG/SSG FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE7213D-EWE-01X3 BE7213D BE KS7213 CAMCORDER[KOREAN]TIMING GENERATOR FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE7213E-EWE-01X3 BE7213E BE KS7213C CAMCORDER[KOREAN] TG/SSG FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE7213E-EWJ-01X3 BE7213E BE KS7213CQ [KOREAN] CCD[KOREAN] TG/SSG [KOREAN] FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE7214X-ERA-01XX BE7214X BE KS7214 TG/SSG FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE7221X-BKD-01XX BE7221X BE KS7221D VERTICAL DRIVER FOR CCD FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE7221X-BKD-01XX BE7221X BE KS7221DTF VERTICAL DRIVER FOR CCD FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE7301A-EDB-01XX BE7301A BE KS7301B DIGITAL CAMERA PROCESSOR FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE7301B-EDB-01XX BE7301B BE KS7301C DIGITAL CAMERA PROCESSOR FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE7304X-EXH-01X3 BE7304X BE KS7304 DIGITAL ZOOM FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BE7306D-EXH-01X3 BE7306D BE KS7306 DIGITAL CAMERA PROCESSOR FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE7306E-EXH-02X3 BE7306E BE KS7306C CAMCODER [KOREAN]CAMERA PROCES FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE7306E-EXP-02X3 BE7306E BE KS7306CQ [KOREAN] FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE7314D-EWE-01X3 BE7314D BE KS7314 CAMCORDER[KOREAN] DIGITAL ZOOM [KOREAN] FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE7314D-EWJ-01X3 BE73140 BE KS7314Q [KOREAN] FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BE7320X-EXP-01X3 BE7320X BE KS7320 MMPC[KOREAN] CAMERA PROCESSOR FAB5
- ------------------------------------------------------------------------------------------------------------------------------------
BE7331X-EAB-01XX BE7331X BE KS7331 [KOREAN] FAB5
- ------------------------------------------------------------------------------------------------------------------------------------
BF0071A-ALC-01XX BF0071A BF KS58505E DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF0080A-A1E-01XX BF0080A BF KS58008 DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF0080A-AKA-01XX BF0080A BF KS58010 DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF0080A-ALC-01XX BF0080A BF KS58012 DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF0143D-EEC-01XX BF0143D BF KS0143 ICC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BF0143D-01XX BF0143D BF KS0143PWD ICC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BF0144D-EEC-01XX BF0144D BF KS0144 MEC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BF0144D-01XX BF01440 BF KS0144PWD MEC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BF0167X-AGA-01XX BF0167X BF KS58015 DTMF GENERATOR FOR BINARY DATA FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF0167X-BGD-01XX BF0167X BF KS58015D DTMF GENERATOR FOR BINARY DATA FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF0167X-BGD-01XX BF0167X BF KS58015DTF DTMF GENERATOR FOR BINARY DATA FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF0167X-01XX BF0167X BF KS58015PCC DTMF GENERATOR FOR BINARY DATA FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF1241A-LMB-01XX BF1241A BF DSP S1240 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF1242X-LNC-01XX BF1242X BF DPTC S1240 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF1243X-LHD-01XX BF1243X BF TCF S1240 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF1244X-NBA-01XX BF1244X BF IPCU S1240 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF1245A-NAA-01XX BF1245A BF RP S1240 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF1246A-NAA-01XX BF1246A BF TP S1240 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 36
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BF1247X-MAA-01XX BF1247X BF TCI S1240 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF1249A-NAA-01XX BF1249A BF DUSP S1240 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF1602X-EXA-01XX BF1502X BF KS16110 RS DECODER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF1602X-EXF-01XX BF1602X BF KS16110 AS DECODER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF2000X-EWJ-01XX BF2000X BF KS2000 IEEE 1394 400Mhz Phy Layer FAB5
- ------------------------------------------------------------------------------------------------------------------------------------
BF3170X-A1D-01XX BF3170X BF KT3170 DTMF RECEIVER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF3170X-BKA-01XX BF3170X BF KT3170D DTMF RECEIVER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF5820C-ALC-03XX BF5820C BF KS58002 DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF5820C-A1E-03XX BF5820C BF KS58006 DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF5820C-BKA-03XX BF5820C BF KS58006D DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF5823A-ALC-01XX BF5823A BF KS58500E DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF5823A-A1C-013X BF5823A BF KS58503 DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF5850X-ALC-01XX BF5850X BF KS58550 DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF5855A-ALC-01XX BF5855A BF KS58555B DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF6112X-AND-01XX BF6112X BF KS16112L FAX MODEM FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF6113X-FAE-01XX BF6113X BF KS16112L FAX MODEM FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF6116X-EXF-01XX BF6116X BF KS16116 9600BPS FAX MODEM FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF6116X-EXF-03XX BF6116X BF KS16116-02 ROM OPTION(9600BPS FAX MODEM) FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF6116X-EXF-02XX BF6116X BF KS16117 14400BPS FAX MODEM FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF6116X-EXF-04XX BF6116X BF KS16117-02 ROM OPTION(14400BPS FAX MODEM) FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF611BA-ECB-01XX BF6118A BF KS16118S SUPER FAX 1 CHIP FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BF6121X-EWD-01XX BF6121X BF KS16121 TAD FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8512X-A1C-011X BF8512X BF KS58512N DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8512X-A1C-013X BF8512X BF KS58514 DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8512X-AKC-013X BF8512X BF KS58517 DIALER IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8554A-LHB-01XX BF8554A BF KT8554J COMBO CODEC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8554B-AHM-03XX BF8554B BF KS8620 TELEPHONE CODEC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8554B-AHN-03XX BF8554B BF KS8620 TELEPHONE CODEC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8554B-BHF-03XX BF8554B BF KS8620D TELEPHONE CODEC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8554B-BHF-03XX BF8554B BF KS8620DTF TELEPHONE CODEC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8554B-BHF-01XX BF8554B BF KT8554BD COMBO CODEC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8554B-BHF-01XX BF8554B BF KT85548DTF COMBO CODEC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8554B-LHB-02XX BF8554B BF KT8554BJ COMBO CODEC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8554B-AHN-01XX BF8554B BF KT8554BN COMBO CODEC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8555X-LKC-01XX BF8555X BF KT8555J TSAC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8555X-LKC-02XX BF8555X BF KT8555J TSAC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF6555X-AKA-01XX BF8555X BF KT8555N TSAC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8557B-BHF-01XX BF8557B BF KT8557BD CODEC IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8557B-LHC-02XX BF8557B BF KT8557BJ CODEC IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8557B-AHN-01XX BF8557B BF KT8557BN CODEC IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8580A-FNB-01XX BF8580A BF KT8580L CODEC IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF85B0X-FNB-01XX BF85B0X BF KT8580L CODEC IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8583X-LHA-01XX BF8583X BF KT8583J MSG FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8584A-FOM-01XX BF8584A BF KT8584L CODEC IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8584X-FOL-01XX BF8584X BF KT8584L CODEC IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8584X-FOM-01XX BF8584X BF KT8584L CODEC IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8661L-EJA-01XX BF8661L BF KS8661 CDMA Mobile modem FAB5
- ------------------------------------------------------------------------------------------------------------------------------------
BF8661L-EJA-01X3 BF8661L BF KS8661Q Mobile STATION MODEM FAB5
- ------------------------------------------------------------------------------------------------------------------------------------
BF8803A-AHC-01XX BF8803A BF KS8803B CLP[KOREAN] PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8803A-BHB-01XX BF8803A BF KS8803BD CLP[KOREAN] PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8805A-AHA-01XX BF8805A BF KS8805B CLP[KOREAN] PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8805A-BHB-01XX BF8805A BF KS8805BD CLP[KOREAN] PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8805A-BHJ-01XX BF8805A BF KS8805BD-1 CLP[KOREAN] PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8805A-BHJ-01XX BF8805A BF KS8805BD-1TF CLP[KOREAN] PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BFB805A-BHB-01XX BF8805A BF KS8805BDTF CLP[KOREAN] PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8805A-BHD-01XX BF8805A BF KS8805D CLP[KOREAN] PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8805A-BHD-01XX BF8805A BF KS8805DTF CLP[KOREAN] PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8805X-AHC-01XX BF8805X BF KS8805 CLP[KOREAN] PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BF8808A-BHK-01Xl BF8808A BF KS880BADTF PLL FOR PAGER(O.65PITCH) FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BF8808X-BHI-01XX BF8808X BF KS8808D PLL FOR PAGER FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BF8808X-BHI-01XX BF8808X BF KS8808D-1TF PLL FOR PAGER FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BF8805X-BHI-01XX BF8808X BF KS8808DTF PLL FOR PAGER FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BF8809X-BHK-01X1 BF8809X BF KS8809D 330MHZ PLL FOR PAGER FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BF8809X-BHK-01X1 BF8809X BF KS8809D-1TF 330MHZ PLL FOR PAGER FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BF8809X-BHK-01X1 BF8809X BF KS8809DTF 330MHZ PLL FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BF8900D-VNA-01X3 BF89000 BF KS8900VN NETWORK INTERFACE CARE[KOREAN] IC FAB4
- ------------------------------------------------------------------------------------------------------------------------------------
BF8920X-ECB-01XX BF8920X BF KS8920 100/10 ETHERNET CONTROLLER FAB5
- ------------------------------------------------------------------------------------------------------------------------------------
BG0161X-EDA-01XX BG0161X BG KS0161 SOUND IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 37
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BG0161X-EOA--01XX 6G0161X BG KS0161-S SOUND IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG0164E-EXF-01XX SG01 64E BG KS0164 SOUND IC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
8G0164E-EXF-01XX- 6G01 64E BG MIDI SOUND SOUND IC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BG2114S-AN7--20XX BG2114S BG KS5014B-20 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG2114S-BNI-20XX BG2114S BG KS5014BD-20 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG2114X-AN7-20XX BG2114X BG KS5014-20 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG2114X-BNI-20XX BG2114X BG KS5014D-20 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG5915X-ESB-01XX BG5915X BG KS5915Q SPEECH IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG9210X-EWD-01XX BG9210X GG KS9210Q CD DSP 1 GEN FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG9211B-EWF-01XX BG9211B BG KS9211BAN CD DSP 1 GEN FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG9211B-EWD-01XX BG9211 B BG KS9211BQ CD DSP 1 GEN FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG92116-EWD-01XX BG9211B BG KS9211BQ-SA CD DSP 1 GEN FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG9241A-EWB-01XX BG9241A BG KS9241B CD ROM DECODER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG9241A-EWD-01XX BG9241A BG KS9241BQ C1D ROM DECODER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG9282E-EWF-01XX BG9282E BG KS9282B-AN 2GEN CD DSP FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG9282E-EWD-02XX BG9282E BG KS9282B-L 2GEN CD DSP FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG9282E-EWD-01XX BG9282E BG KS9282BQ 2GEN CD DSP FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BG9283X-EWD-01XX BG9283X BG KS9283Q HIFI CD DSP FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3042A-BHA-09XX BH3042A BH CC01 CC01 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3042A-AMC-11XX BH3042A BH ES01 ES01 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3042A-AMF-11XX BH3042A BH ES01 ES01 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3062A-AKC-06XX BH3062A BH HZ1111 HZ1111 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3062A-AKC-06XX BH3062A BH HZ1111-L HZ1111-L FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3062A-BKA-13XX BH3062A BH KD2201 K02201 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3062A-ANJ-04XX BH3062A BH PRN3000C PRN3000C FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3082A-APE-07XX BH3082A BH STG4001 STG4001 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3082A-APH-07XX BH3082A BH STG4001 STG4001 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3202A-FAA-16XX BH3202A BH STG2001 STG2001 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3202A-FAA-26XX BH3202A BH STG6001L STG6001L FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3202A-FAA-25XX BH3202A BH STG7001L STG7001L FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3202A-ESB-19XX BH3202A BH STL7027A STL7027A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3602A-FAA-12XX BH3602A BH ED8902BL ED8902BL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3602A-LND-13XX BH3602A BH KT5130 KT5130 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH3802A-FBD-03XX BH3802A BH ED8903AL ED8903AL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4123A-EAA-04XX BH4123A BH DV1624 DV1624 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4123A-FAB-03XX BH4123A BH STG9104L STG9104L FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4153A-EAA-04XX BH4153A BH CVP600A CVP600A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4162A-BMA-06XX BH4162A BH F98E2 F98E2 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4162A-ERB-05XX BH4162A BH JG416011 JG416011 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4203X-EDA-04XX BH4203X BH SGB3140K SGB3140K FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4203X-EDK-04XX BH4203X BH SGB3140K SGB3140K FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4272A-APE-05XX BH4272A BH ACTKEY ACTKEY FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4272A-APH-05XX BH4272A BH ACTKEY ACTKEY FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4272A-FAA-04XX BH4272A BH HDC01PL HDC01PL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4272A-ETD-06XX BH4272A BH KS0634Q KS0634Q FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4272A-ETF-06XX BH4272A BH KS0634Q2 KS0634Q2 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4272A-ERJ-01XX BH4272A BH R&D R&D FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4272A-APH-05XX BH4272A BH VTECH VTECH FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-ETF-16XX BH4542A BH 91C15 91C15 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-EWD-11XX BH4542A BH DCS02 DCS02 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-EWB-03XX BH4542A BH JG454015 JG454015 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-EWD-03XX BH4542A BH JG454015 JG454015 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-FAA-08XX BH4542A BH PS1020L PS1020L FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-ERF-09XX BH4542A BH SF6401 SF6401 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-ERG-09XX BH4542A BH SF6401 SF6401 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-ERJ-09XX BH4542A BH SF6401 SF6401 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-APE-14XX BH4542A BH STG3001A STG3001A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-APH-14XX BH4542A BH STG3001A STG3001A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4542A-ESB-15XX BH4542A BH STL7053B STL7053B FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH4772A-EWD-01XX BH4772A BH SWCDP33 SWCDP33 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-30XX BH5103X BH AR1A SOUND GLUE CHIP FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-60XX BH5103X BH ASCC GATE ARRAY FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-54XX BH5103X BH CU9403RSSD CU9403RSSD FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXC-14XX BH5103X BH CV1010AF CV1010AF FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-14XX BH5103X BH CV1010AF CV1010AF FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXA-33XX BH5103X BH DW729 IDE DATA BUS FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-33XX BH5103X BH DW729 DW729 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF 56XX BH5103X BH DW829 DW829 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 38
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH5103X-FAA-03XX BH5103X BH ED8901C ED8901C FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-`EXF-38XX BH5103X BH ELITE01 PC-PERIPHERAL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EWA-24XX BH5103X BH EPECOM1 TV GAME FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EWD-24XX BH5103X BH EPECOM1 EPECOM1 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-16XX BH5103X BH F87000 PC APPLICATION FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-40XX BH5103X BH HOL9301A V/L(VESA LOCAL) BUS FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-40XX BH5103X BH HOL93O1A-O V/L(VESA LOCAL) BUS FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXA-18XX BH5103X BH JG510023 JG510023 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-45XX BH5103X BH JG510034 FDD CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-51XX BH5103X BH JG510037 PC CHIPSET FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EWD-58XX BH5103X BH KEY3 KEY3 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EWD-61XX BH5103X BH KEY3B GATE ARRAY FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-39XX BH5103X BH KNUCKLE PC PER. FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-44XX BH5103X BH LRC-03 LOCAL-8US FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-46XX BH5103X BH MK9301D MK9301D FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-ETC-46XX BH5103X BH MK9301E PC PERIPHERAL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-E7F-46XX BH5103X BH MK9301E MK9301E FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-ETF-02XX BH5103X BH MK9301E-46 MK9301E-46 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-46XX BH5103X BH MK9301ETY MK9301ETY FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-55XX BH5103X BH MPG1000 MPG1000 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-59XX BH5103X BH MPG1000A MPG1000A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-42XX BH5103X BH OKSCREEN VGA FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXA-19XX BH5103X BH OKSORI2 OKSORI2 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-19XX BH5103X BH OKSORI2 OKSORI2 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-53XX BH5103X BH OKSORIDI OKSORIDI FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EWD-35XX BH5103X BH PARAMAX1 TV CARD FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-FBA-35XX BH5103X BH PARAMAX 1 PL TV CARD FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-09XX BH5103X BH PBLP300A PBLP300A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXA-17XX BH5103X BH SAIT2B SAIT28 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EWD-52XX BH5103X BH SFC80A SFC80A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-32XX BH5103X BH SS9301 PC CHIP BUFFER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-FBA-57XX BH5103X BH STG2919A STG2919A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-FAA-04XX BH5103X BH STG9105A TDX-1B SIGNAL CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-ARB-12XX BH5103X BH STG9204A STG9204A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-ETA-27XX BH5103X BH STL7060E TSS MODEM FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-ETF-27XX BH5103X BH STL7060E STL7060E FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5103X-EXF-48XX BH5103X BH VM9000 ELECTRONIC NOTE FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-APE-25XX BH5142X BH CDIC CDIC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-APH-25XX BH5142X BH CDIC CDIC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-BHA-15XX BH5142X BH DAA001 EXCHANGER SLIC.COMBO CTRL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-ERF-24XX BH5142X BH EXT01 EXT01 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-ERJ-24XX BH5142X BH EXT01 EXT01 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-31XP BH5142X BH FLY-323PCC FLY-323PCC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-BNE-30XX BH5142X BH IPCC-TF GATE ARRAY FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-BNE-30XX BH5142X BH IPCC-TF IPCC-TF FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-ERF-11XX BH5142X BH KG52-02 GAME IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-ERJ-11XX BH5142X BH KG52-02 KG52-02 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-BKA-17XX BH5142X BH LRC09 DATA PROCESSING FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-BHA-26XX BH5142X BH MW9016 MW9016 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-A1E-14XX BH5142X BH SOFTLOK CONSUMER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-ERF-16XX BH5142X BH SW609B1 FREQ CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-ERJ-16XX BH5142X BH SW609B1 SW609B1 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-ERF-22XX BH5142X BH SW609B4 PLL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-ERJ-22XX BH5142X BH SW609B4 SW609B4 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5142X-29XW BH5142X BH TS8450PWD GATE-ARRAY FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5173X-EXF-0BXX BH5173X BH HANARO3.5 HDD CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5173X-EXF-14XX BH5173X BH HANAROPLUS HDD CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5173X-EAB-15XX BH5173X BH I-DATA I-DATA FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5173X-EXA-02XX BH5173X BH JG517020 JG517020 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5173X-EXF-13XX BH5173X BH PK430A PK430A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5173X-EWD-10XX BH5173X BH SH930925 DATA PORT FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5173X-EAA-12XX BH5173X BH UHC002 GAME FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5203X-EXF-11XX BH5203X BH 360357-00REV.A SCANNER CONTROL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5203X-EWD-01XX BH5203X BH EHAC92040 EHAC92040 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5203X-EXF-06XX BH5203X BH JG520026 PRINTER CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5203X-EXF-0BXX BH5203X BH JG520029 W/P CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5203X-EXF-03XX BH5203X BH PBLP14 PBLP14 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5203X-ECB-05XX BH5203X BH VG465B PERIPHERAL CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 39
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH5212X-FZA-19XX BH5212X BH CT1706 CT1706 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-BNE-14XX BH5212X BH ELASIC 1 ELASIC1 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-ERF-10XX BH5212X BH OHS4006A REMOCON CONTROLLER FAS2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-ERJ-10XX BH5212X BH OHS4006A OHS4006A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-ERF-25XX BH5212X BH RB RB FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-ERJ-25XX BH5212X BH RB R8 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-AKC-17XX BH5212X BH SL605 ASIC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-AKC-20XX BH5212X BH SL606 SL606 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-AKC-24XX BH5212X BH SL607 SL607 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-ERF-16XX BH5212X BH SL82C201A SL82C201A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-ERJ-16XX BH5212X BH SL82C201A SL82C201A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-APE-07XX BH5212X BH STG5001B STG5001B FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-APH-07XX BH5212X BH STG5001B TDX 1 B BUS CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-ERF-22XX BH5212X BH SW609T 1 SW609T 1 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-ERJ-22XX BH5212X BH SW609T 1 SW609T 1 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-ERF-23XX BH5212X BH SW609T2 SW609T2 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5212X-ERJ-23XX BH5212X BH SW609T2 SW609T2 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5273X-FAS-25XX BH5273X BH GW7 100 TELECOM FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5273X-EWD-18XX BH5273X BH STL7052C DIGITAL PHON LINE INTERFACE FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5273X-EWD-24XX BH5273X BH STL7052E DKP-DMC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5273X-EXF-15XX BH5273X BH STL7066 DIGITAL KEY PHONE FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-ERF-07XX BH5322X BH ASHWIN ASHWIN FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-ERJ-07XX BH5322X BH ASHWIN ASHWIN FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-BVA-20XX BH5322X BH ATG001A LED CTRL FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-FZB-23XX BH5322X BH JF002 JF002 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-EWD-10XX BH5322X BH ROOSTER1C TY CARD FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-ERF-08XX BH5322X BH S63C105A S63C105A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-ERJ-0BXX BH5322X BH S63C105A S63C105A FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-AKC-11XX BH5322X BH SL506A MONITOR SYNC PROCESS FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-APE-18XX BH5322X BH TABBY TABBY FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-APH-1BXX BH5322X BH TABBY GRAPHIC TABLET FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5322X-ESB-15XX BH5322X BH WEGATE ELECTRONIC POCKET IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ERF-24XX BH5412X BH GA1012 GATE ARRAY FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ERJ-24XX BH5412X BH GA1012 GA1012 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ETF-21XX BH5412X BH HDD01 HDD01 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ERA-04XX BH5412X BH JG541021 JG541021 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ERA-06XX BH5412X BH JG541024 FDC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ETA-10XX BH5412X BH JULIETTE2 SCANNER CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ERF-13XX BH5412X BH KG52-01 GAME IC FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ERJ-13XX BH5412X BH KG52-01 KG52-01 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ETA-02XX BH5412X BH STL7061 STL706I FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ETF-02XX BH5412X BH STL7061 STL706I FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ERF-22XX BH5412X BH UPS002 UPS002 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-ERJ-22XX BH5412X BH UPS002 UPS002 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-FZA-09XX BH5412X BH USART-S-1 QUADERNO NOTEBQOK FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-EWA-07XX BH5412X BH YY01 RGB CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5412X-EWD-07XX BH5412X BH YY01 YY01 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-EDA-13XX BH5433X BH GAE 1 GAE 1 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-EDK-13XX BH5433X BH GAE 1 GAE 1 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-EDK-16XX BH5433X BH PHILIPS PHILIPS FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-FBC-09XX BH5433X BH SSLAN WIRELESS LAN FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-EAD-14XX BH5433X BH SVC-9401 SVC-9401 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-EAD-15XX BH5433X BH SVC-9401B SVC-9401B FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-ECB-12'X BH5433X BH SVV9201 DD SVV9201 DD FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-ECB-12XX BH5433X BH SVV9201 DD SVV9201 DD FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-EDA-08XX BH5433X BH VG365B PERIPHERAL CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-EDK-0BXX BH5433X BH VG365B VG365B FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-EEA-07XX BH5433X BH VG468 PERIPHERAL CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-EEJ-07XX BH5433X BH VG468 VG468 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5433X-EEE-07XX BH5433X BH VG468AN2 VG468AN2 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5543X-EXF-06XX BH5543X BH GW7600 MICOM FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5543X-EEA-04XX BH5543X BH RC2016A5-SAR RC2016A5-SAR FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5543X-EEJ-04XX BH5543X BH RC2016A5-SAR RC2016A5-SAR FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5543X-EDA-07XX BH5543X BH SDC9501 SDC9501 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5543X-EDK-07XX BH5543X BH SDC9501 SDC9501 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5543X-EAD-15XX BH5543X 8H SVC-9401B SVC-9401B FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5702X-EWD-11XX BH5702X BH BB24 FONT CARD FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5702X-FAA-20XX BH5702X BH FALCK GATE ARRAY FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 40
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH5702X--EWD-18XX BH5702X BH SDP9404 SDP9404 FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5702X-EWD-12XX BH5702X BH SFC80 ROM CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH5702X-ETF-04XX BH5702X BH STL6120B FAX I/0 CONTROLLER FAB2
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114A-EDE-10XX BH6114A BH 343S0801-01 POWER MAC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114A-EEJ-17XX BH6114A BH F84041 F84041 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114A-17X3 BH6114A BH F84041ER F84041ER FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114A-EEJ-19XX BH6114A BH FTD FTD FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114A-.EEJ-24XX BH6114A BH JG611039A JG611039A FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114A-EES-21XX BH6114A BH JG611040 JG611040 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114A-EEB-09XX BH6114A BH SB2425EX 486 PCI CHIP-SET FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EAC-47XX BH6114D BH 80C300A 80C300A FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EAC-62XX BH6114D BH 80C300C 80C300C FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EAC-63XX BH6114D BH 80C300D 80C300D FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BHS114D-EEJ-26XX BH6114D BH 82C722GA 82C722GA FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-36XX BH6114D BH 93C413 93C413 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEB-33XX BH6114D BH BETTY-A BETTY-A FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-21XX BH6114D BH CS96G019 CS96G019 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-64XX BH6114D BH CS96G027 CS96G027 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEB-12XX BH61140 BH CV1041AF GATE ARRAY FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-12XX BH6114D BH CV1041AF CV1041AF FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EES-31XX BH6114D BH CV1060AF CV1060AF FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-45XX BH6114D BH CV1061AF CV1061AF FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEB-49XX BH6114D BH DSC DSC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-55XX BH6114D BH DSC B DSC B FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEB-39XX BH61140 BH EFAR06A GATE ARRAY FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-34XX BH6114D BH FTD2 FTD2 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EAD-38XX BH6114D BH GA2-C GATEARRAY FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-59XX BH6114D BH GENTLEMAN GENTLEMAN FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EDK-05XX BH6114D BH ICMC-1A ICMC-1A FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-29XX BH6114D BH JG600042 JG600042 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-11XX BH6114D BH JG611035 JG611035 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEB-30XX BH6114D BH JG611043 JG611043 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-56XX BH6114D BH JG611043A JG611043A FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-41XX BH6114D BH JG611044 JG611044 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-53XX BH6114D BH JG611044A JG611044A FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EDA-51XX BH6114D BH JG611049 JG611049 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EDK-51XX BH6114D BH JG611049 JG611049 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-60XX BH6114D BH KETI96G004A KETI96G004A FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EAC-48X3 BH6114D BH LXD0664A LXD0664A FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EXF-37XX BH6114D BH ML85G GATE ARRAY FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EXF-44XX BH6114D BH ML85G2 GATE ARRAY FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-43XX BH6114D BH NBC NBC FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EAC-32XX BH6114D BH SQ80C300A SQ80C300A FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEJ-57XX BH6114D BH STS9601 STS9601 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EEB-61XX BH6114D BH STS-9601A STS-9601A FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-FBC-40XX BH6114D BH STT9501 GATE ARRAY FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EAD-50XX BH6114D BH SVC-9401C SVC-9401C FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EDA-35XX BH6114D BH UD29-REV2 GATE ARRAY FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6114D-EDK-35XX BH6114D BH UD29-REV2 UD29-REV2 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123A-ETF-12XX BH6123A BH AL9106A GAME CNTR FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123A-ETF-08XX BH6123A BH BP4000 DRAM PARITY CHECKER FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123A-ERA-08XX BH6123A BH BP4001 DRAM PARITY CHECKER FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123A-ERF-08XX BH6123A BH BP4003 DRAM PARITY CHECKER FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123A-ERJ-08XX BH6123A BH BP4003 BP4003 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123A-ERF-18XX BH6123A BH BP8001 BP8001 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123A-ERJ-18XX BH6123A BH BP8001 BP8001 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123A-ETF-20XX BH6123A BH CV1050AF CV1050AF FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123D-FZB-56XX BH6123D BH 343S0014-01 343S0014-01 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH61230-FZA-01XX BH6123D BH A4378005 GATE ARRAY FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123D-ETF-28XX BH6123D BH AP139 GATE ARRAY FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123D-BMA-37XX BH6123D BH ATG002 ATG002 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123D-BNE-72XX BH6123D BH BEETHOVEN BEETHOVEN FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH61230-ERF-35XX BH6123D BH BP4001N BP4001N FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123D-ERJ-35XX BH6123D BH BP4001N BP4001N FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123D-ERF-18XX BH6123D BH BP8001 BP8001 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123D-ERJ-18XX BH6123D BH BP8001 BP8001 FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH61230-ERF-48XX BH6123D BH BP8001N BP8001N FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
BH6123D-ERJ-48XX BH6123D BH BP8001N BP8001N FAB3
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 41
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH6123D-ETF-22XX BH6123D BH CV1051AF CV1051AF FAB3
- -------------------------------------------------------------------------------------------
BH6123D-FZA-68XX BH6123D BH DAA002 DAA002 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-FZA-75XX BH6123D BH DAA002A DAA002A FAB3
- -------------------------------------------------------------------------------------------
BH6123D-AGI-53XX BH6123D BH DOLL DOLL FAB3
- -------------------------------------------------------------------------------------------
BH6123D-60XP BH6123D BH FLY324 FLY324 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-64XP BH6123D BH FLY324APCC FLY324APCC FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ETF-65XX BH6123D BH FLY328 FLY328 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ANJ-73XX BH6123D BH HURRICANE HURRICANE FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-33XX BH6123D BH JG612052 JG612052 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-36XX BH6123D BH JG612053 JG612053 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-42XX BH6123D BH JG612056 JG612056 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-51XX BH6123D BH JG612059 JG612059 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-62XX BH6123D BH JG612062 JG612062 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-66XX BH6123D BH JG612062A JG612062A FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-69XX BH6123D BH JG612063 JG612063 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-70XX BH6123D BH JG612065 JG612065 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-74XX BH6123D BH JG612070 JG612070 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-76XX BH6123D BH JG612072 JG612072 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ESB-78XX BH6123D BH JG612074 JG612074 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-EWD-11XX BH6123D BH KSE9401A KSE9401A FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ETF-25XX BH6123D BH LED95 MICOM FAB3
- -------------------------------------------------------------------------------------------
BH6123D-FZA-41XX BH6123D BH MG90C80 MG90C8O FAB3
- -------------------------------------------------------------------------------------------
BH6123D-EWD-57XX BH6123D BH MPC2 MPC2 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-BNE-52XX BH6123D BH NEOVISION NEOVISION FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ETF-26XX BH6123D BH P1095 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ETF-19XX BH6123D BH PRIM6 PRIM6 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERF-29XX BH6123D BH REMUSB GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERJ-29XX BH6123D BH REMUSB REMUSB FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ETD-32XX BH6123D BH SAGEM SAGEM FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ETF-58XX BH6123D BH SD89A20 SD89A20 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-BNE-46XX BH6123D BH SERVO SERVO FAB3
- -------------------------------------------------------------------------------------------
BH6123D-BNE-59XX BH6123D BH SERVOA-TF SERVOA-TF FAB3
- -------------------------------------------------------------------------------------------
BH6123D-BNE-46XX BH6123D BH SERVO-TF SERVO-TF FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ETJ-5OX3 BH6123D BH SMI9602 SMI9602 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERA-09XX BH6123D BH SPG8110 SPG8110 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ETD-61XX BH6123D BH SV9401A SV9401A FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERF-27XX BH6123D BH SVV9501 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6123D-ERJ-27XX BH6123D BH SVV9501 SVV9501 FAB3
- -------------------------------------------------------------------------------------------
BH6123D-63XP BH6123D BH TIASICPCC TIASICPCC FAB3
- -------------------------------------------------------------------------------------------
BH6123D-BMA-55XX BH6123D BH V219 V219 FAB3
- -------------------------------------------------------------------------------------------
BH6123E-FZA-41XX BH6123E BH MG90C80 MG90C80 FAB3
- -------------------------------------------------------------------------------------------
BH6134D-EEJ-06XX BH6134D BH OZ6729LV-C OZ6729LV-C FAB3
- -------------------------------------------------------------------------------------------
BH6134D-EEJ-07XX BH6134D BH OZ673OLV-D OZ673OLV-D FAB3
- -------------------------------------------------------------------------------------------
BH6134D-EEJ-02XX BH6134D BH OZ673XLV OZ673XLV FAB3
- -------------------------------------------------------------------------------------------
BH6144-EXF-05XX BH6144A BH OK-SYNC SOUND CARD FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EEJ-18XX BH6144D BH BCM5900 BCM5900 FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EEJ-23XX BH6144D BH CS97G002 CS97G002 FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EEJ-22XX BH6144D BH JP300 JP300 FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EEJ-09XX BH6144D BH MG9010CQFP MG901OCQFP FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EEJ-24XX BH6144D BH MG901OD MG901OD FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EXF-05XX BH6144D BH OK-SYNC GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EEJ-19XX BH6144D BH RTC-B RTC-B FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EDA-08XX BH6144D BH SID9401B GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EDK-08XX BH6144D BH SID9401B SID9401B FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EDA-16XX BH6144D BH SID9401D SID9401D FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EDK-16XX BH6144D BH SID9401D SID9401D FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EDA-20XX BH6144D BH SID9401E SID9401E FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EDK-20XX BH6144D BH SID9401E SID9401E FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EDE-17XX BH6144D BH V292PBC-B1 V292PBC-B1 FAB3
- -------------------------------------------------------------------------------------------
BH6144D-EDE-10XX BH6144D BH VVVPBC VVVPBC FAB3
- -------------------------------------------------------------------------------------------
BH6153A-APE-05XX BH6153A BH CM650AD CM650AD FAB3
- -------------------------------------------------------------------------------------------
BH6153A-APH-05XX BH6153A BH CM650AD DATA PROCESSING FAB3
- -------------------------------------------------------------------------------------------
BH6153A-EWE-09X3 BH6153A BH LSL0664 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6153A-EWE-07X3 BH6153A BH LV0664C LV0664C FAB3
- -------------------------------------------------------------------------------------------
BH6153D-ERA-13XX BH6153D BH 24300-00006-0000 24300-00006-0000 FAB3
- -------------------------------------------------------------------------------------------
BH6153D-EXF-26XX BH6153D BH CASHBOY CASHBOY FAB3
- -------------------------------------------------------------------------------------------
BH6153D-ETF-23XX BH6153D BH CHE03 CHE03 FAB3
- -------------------------------------------------------------------------------------------
BH6153D-ETD-25XX BH6153D BH CS96G021 CS96G021 FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 42
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH6153D-EWE-O8X3 BH6153D BH LS0664C KGSOK FAB3
- -------------------------------------------------------------------------------------------
BH6153D-EWG10X3 BH6153D BH LSL0664A LSL0664A FAB3
- -------------------------------------------------------------------------------------------
BH6153D-EWG-19X3 BH6153D BH LSL0664C LSLO664C FAB3
- -------------------------------------------------------------------------------------------
BH6153D-EWE-07X3 BH6153D BH LV0664C LV0664C FAB3
- -------------------------------------------------------------------------------------------
BH6153D-24X3 BH6153D BH MDT001PWD MDT001PWD FAB3
- -------------------------------------------------------------------------------------------
BH6153D-ETF-20XX BH6153D BH PEGASUS PEGASUS FAB3
- -------------------------------------------------------------------------------------------
BH6153D-EWD-12XX BH6153D BH SJC-9501 SJC-9501 FAB3
- -------------------------------------------------------------------------------------------
BH6153D-ATA-17XX BH6153D BH SW001 SW001 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXN-22X3 BH6173D BH 82C128 82C128 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-23XX BH6173D BH 82C128GPWD 82C128GPWD FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-11XX BH6173D BH AVM AVM FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-27XX BH6173D BH AZ6000 AZ6000 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-13XX BH6173D BH BD001 BD001 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-09XX BH6173D BH CS1010AF CS1010AF FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-26XX BH6173D BH CS96G016 CS96G016 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-29XX BH6173D BH CS96G016A CS96G016A FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-35XX BH6173D BH CSC97G021 CSC97G021 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-37XX BH6173D BH CSC97G022 CSC97G022 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-21XX BH6173D BH CSV10C00B CSV10C00B FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-12XX BH6173D BH ECI203187 ECI203187 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-04XX BH6173D BH ECI302433 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-03XX BH6173D BH ECI302434 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-06XX BH6173D BH ECI302435 ECI302435 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-07XX BH6173D BH ECI303025 ECI303025 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXM-14X3 BH6173D BH HANLLA HANLLA FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-34XX BH6173D BH HWAK HWAK FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXM-OBX3 BH6173D BH JG617046 JG617046 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXP-10X3 BH6173D BH JG617046 JG617046 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXN-10X3 BH6173D BH JG617048A JG617048A FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-28XX BH6173D BH KLM-RGA100-2 KLM-RGA100-2 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-38XX BH6173D BH KLMRGA1003 LDM DRIVER FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-38XX BH6173D BH KLM-RGA100-3 KLM-RGA100-3 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-33XX BH6173D BH MK86001 MK86001 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-36XX BH6173D BH MK86001A MK86001A FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-31XX BH6173D BH MK86001L MK86001 L FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-24XX BH6173D BH NV96C16 NV96C16 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-25XX BH6173D BH NV96C18 NV96C18 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-01XX BH6173D BH SECRET-1 KG60K FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-30XX BH6173D BH SICG8008 SICG8008 FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-32XX BH6173D BH SICG8008A SICG8008A FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-19XX BH6173D BH SLM-RG-DM SLM-RG-DM FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-20XX BH6173D BH STING STING FAB3
- -------------------------------------------------------------------------------------------
BH6173D-EXF-18XX BH6173D BH TASK TASK FAB3
- -------------------------------------------------------------------------------------------
BH6174A-EFA-01XX BH6174A BH JG617041 MICOM FAB3
- -------------------------------------------------------------------------------------------
BH6174D-VNA-02X3 BH6174D BH 256BGA 256BGA FAB3
- -------------------------------------------------------------------------------------------
BH6183A-APE-05XX BH6183A BH KC94G02C KC94G02C FAB3
- -------------------------------------------------------------------------------------------
BH6183A-APH-05XX BH6183A BH KC94G02C KC94G02C FAB3
- -------------------------------------------------------------------------------------------
BH6183A-APE-04XX BH6183A BH KC94G02D KC94G02D FAB3
- -------------------------------------------------------------------------------------------
BH6183A-APH-04XX BH6183A BH KC94G02D KC94G02D FAB3
- -------------------------------------------------------------------------------------------
BH6183D-EWD-08XX BH6183D BH 361003-00 361003-00 FAB3
- -------------------------------------------------------------------------------------------
BH6183D-EWD-11XX BH6183D BH 361012-0000 361012-0000 FAB3
- -------------------------------------------------------------------------------------------
BH6183D-EWD-17XX BH6183D BH DP96_5633 DP96_5633 FAB3
- -------------------------------------------------------------------------------------------
BH6183D-ETF-21XX BH6183D BH EOW3 EOW3 FAB3
- -------------------------------------------------------------------------------------------
BH6183D-BNE-13XX BH6183D BH KGT12A KGT12A FAB3
- -------------------------------------------------------------------------------------------
BH6183D-EWE-06X3 BH6183D BH LV0664B LV0664B FAB3
- -------------------------------------------------------------------------------------------
BH6183D-EWD-12XX BH6183D BH MR496007 MR496007 FAB3
- -------------------------------------------------------------------------------------------
BH6183D-FAA-19XX BH6183D BH PT7A9085J PT7A9085J FAB3
- -------------------------------------------------------------------------------------------
BH6183D-EWD-18XX BH6183D BH S081496 S081496 FAB3
- -------------------------------------------------------------------------------------------
BH6183D-ETF-10XX BH6183D BH UD50ISSUE1 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6183D-ERF-16XX BH6183D BH VENUS VENUS FAB3
- -------------------------------------------------------------------------------------------
BH6183D-ERJ-16XX BH6183D BH VENUS VENUS FAB3
- -------------------------------------------------------------------------------------------
BH6183D-EWG-20X3 BH6183D BH ZX2K1 ZX2K1 FAB3
- -------------------------------------------------------------------------------------------
BH6184A-EEA-05XX BH6184A BH GXXV2 GXXV2 FAB3
- -------------------------------------------------------------------------------------------
BH6184A-05X3 BH6184A BH GXXV2ER GXXV2ER FAB3
- -------------------------------------------------------------------------------------------
BH6184D-EEJ-15XX BH6184D BH BCM5012 BCM5012 FAB3
- -------------------------------------------------------------------------------------------
BH6184D-EDA-19XX BH6184D BH CS96G025 CS96G025 FAB3
- -------------------------------------------------------------------------------------------
BH6184D-EDK-19XX BH6l84D BH CS96G025 CS96G025 FAB3
- -------------------------------------------------------------------------------------------
BH6184D-EEJ-07XX BH6184D BH GXXV3 GXXV3 FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 43
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH6184D-EEJ-09XX BH6184D BH GXXV4 GXXV4 FAB3
- -------------------------------------------------------------------------------------------
BH6184D-ECA-08XX BH6184D BH STS9405A STS9405A FAB3
- -------------------------------------------------------------------------------------------
BH6164D-ECB-08XX BH6184D BH STS9405A STS9405A FAB3
- -------------------------------------------------------------------------------------------
BH6213A-EXF-08XX BH6213A BH ICX52298 ICX52298 FAB3
- -------------------------------------------------------------------------------------------
BH6213A-APE-06XX BH6213A BH KC94G02E KC94G02E FAB3
- -------------------------------------------------------------------------------------------
BH6213A-APH-06XX BH6213A BH KC94G02E KC94G02E FAB3
- -------------------------------------------------------------------------------------------
BH6213A-APE-07XX BH6213A BH KC95G02E KC95G02E FAB3
- -------------------------------------------------------------------------------------------
BH6213A-APH-07XX BH6213A BH KC95G02E KC95G02E FAB3
- -------------------------------------------------------------------------------------------
BH6213A-EXF-05XX BH6213A BH MYRICA MYRICA FAB3
- -------------------------------------------------------------------------------------------
BH6213A-EXF-02XX BH6213A BH NSO1A VLIDE FAB3
- -------------------------------------------------------------------------------------------
BH6213A-FAA-11XX BH6213A BH PTI9086 SWITCHING APPLICATION FAB3
- -------------------------------------------------------------------------------------------
BH6213A-FAA-12XX BH6213A BH PTI9086A Network Switching FAB3
- -------------------------------------------------------------------------------------------
BH6213A-FAA-09XX BH6213A BH SPEED SPEED FAB3
- -------------------------------------------------------------------------------------------
BH6224A-EEE-13XX BH6224A BH 84C300A1 84C300A1 FAB3
- -------------------------------------------------------------------------------------------
BH6224A-EEE-13XX BH6224A BH 84C300A2 84C300A2 FAB3
- -------------------------------------------------------------------------------------------
BH6224A-EEA-08XX BH6224A BH JG622028A PC CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EEE-13XX BH6224D BH 84C300A1 84C300A1 FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EDA-23XX BH6224D BH DCTQ-A DCTQ-A FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EDK-23XX BH6224D BH DCTQ-A DCTQ-A FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EEA-08XX BH6224D BH JG622028A JG622028A FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EEE-21XX BH6224D BH KOINDOLLII KOINDOLLII FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EEE-22XX BH6224D BH MXZW68231 MXZW68231 FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EDK-03XX BH6224D BH SAC3003T SAC3003T FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EDA-20XX BH6224D BH SDV9504 SDV9504 FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EDK-20XX BH6224D BH SDV9504 SDV9504 FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EDA-19XX BH6224D BH WIZARD WIZARD FAB3
- -------------------------------------------------------------------------------------------
BH6224D-EDK-19XX BH6224D BH WIZARD WIZARD FAB3
- -------------------------------------------------------------------------------------------
BH6253D-EXM-02X3 BH6253D BH TLV0626 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6253D-EXP-02X3 BH6253D BH TLV0626 TLV0626 FAB3
- -------------------------------------------------------------------------------------------
BH6263A-EXF-01XX BH6263A BH ADI-2 DATA TRANSFER FAB3
- -------------------------------------------------------------------------------------------
BH6263A-ERF-13XX BH6263A BH ALPHA ALPHA FAB3
- -------------------------------------------------------------------------------------------
BH6263A-ERJ-13XX BH6263A BH ALPHA ALPHA FAB3
- -------------------------------------------------------------------------------------------
BH6263A-FBA-02XX BH6263A BH AT1O15 PC PERIPHERAL FAB3
- -------------------------------------------------------------------------------------------
BH6263A-EXF-08XX BH6263A BH FRED4S SEGA GAME CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH6263A-EXF-06XX BH6263A BH GT18801 TERMINAL IC FAB3
- -------------------------------------------------------------------------------------------
BH6263A-EXF-16XX BH6263A BH MPX MPX FAB3
- -------------------------------------------------------------------------------------------
BH6263A-EXF-12XX BH6263A BH T6X T6X FAB3
- -------------------------------------------------------------------------------------------
BH6263A-EXF-14XX BH6263A BH T6X-1 T6X-1 FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ERF-13XX BH6263D BH ALPHA ALPHA FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ERJ-13XX BH6263D BH ALPHA ALPHA FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-21XX BH6263D BH AP-168 MICOM FAB3
- -------------------------------------------------------------------------------------------
BH6263D-FBA-02XX BH6263D BH AT1015 AT1O15 FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ETD-41XX BH6263D BH CS1031AF CS1031AF FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-38XX BH6263D BH CS96G024 CS96G024 FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EWD-34XX BH6263D BH CT2239 CT2239 FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-20XX BH6263D BH FRED5S FRED5S FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-15XX BH6263D BH GOHO-3 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-22XX BH6263D BH HARPOON HARPOON FAB3
- -------------------------------------------------------------------------------------------
BH6263D-APE-43XX BH6263D BH KC94G02F KC94G02F FAB3
- -------------------------------------------------------------------------------------------
BH6263D-APE-44XX BH6263D BH KC94G02FA KC94G02FA FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-36XX BH6263D BH KLD_CLS100 KLD_CLS100 FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-42XX BH6263D BH LINK203 LINK203 FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ERI-26X3 BH6263D BH MAGIC MAGIC FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ERJ-23XX BH6263D BH MISSO MISSO FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ERF-23XX BH6263D BH MISSO MISSO FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-45XX BH6263D BH MOSAIC MOSAIC FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-16XX BH6263D BH MPX MPX FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ERF-25XX BH6263D BH MULTI MULTI FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ERJ-25XX BH6263D BH MULTI MULTI FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-31XX BH6263D BH PBLP200 PBLP200 FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ERF-29XX BH6263D BH S7100P S7100P FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ERJ-29XX BH6263D BH S7100P S7100P FAB3
- -------------------------------------------------------------------------------------------
BH6263D-ERI-3OX3 BH6263D BH S8000E S8000E FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-39XX BH6263D BH SD89A22 SD89A22 FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-35XX BH6263D BH SFAX0629 SFAX0629 FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-17XX BH6263D BH SPPC-10 SPPC-10 FAB3
- -------------------------------------------------------------------------------------------
BH6263D-EXF-19XX BH6263D BH TA2008-B TA2008-B FAB3
- -------------------------------------------------------------------------------------------
BH6263E-EXF-38XX BH6263E BH CS96G024 CS96G024 FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH6264A-EEE-02XX BH6264A BH 84C300A 84C300A FAB3
- -------------------------------------------------------------------------------------------
BH6264A-EEE-09XX BH6264A BH 84C300C 84C300C FAB3
- -------------------------------------------------------------------------------------------
BH5264A-EEE-04XX BH6264A BH 84C30A 84C30A FAB3
- -------------------------------------------------------------------------------------------
BH6264A-EEE-08XX BH6264A BH 84C30C 84C30C FAB3
- -------------------------------------------------------------------------------------------
BH6264D-EEE-09XX BH6264D BH 84C300C 84C300C FAB3
- -------------------------------------------------------------------------------------------
BH6264D-EEJ-09XX BH6264D BH 84C300C 84C300C FAB3
- -------------------------------------------------------------------------------------------
BH6264D-EEE-04XX BH6264D BH 84C30A 84C30A FAB3
- -------------------------------------------------------------------------------------------
BH6264D-EEE-08XX BH6264D BH 84C30C 84C30C FAB3
- -------------------------------------------------------------------------------------------
BH6264D-EDA-03XX BH6264D BH DCS04 DCS04 FAB3
- -------------------------------------------------------------------------------------------
BH6264D-EDK-03XX BH6264D BH DCS04 DCS04 FAB3
- -------------------------------------------------------------------------------------------
BH6264D-EEE-10XX BH6264D BH SDC9604 SDC9604 FAB3
- -------------------------------------------------------------------------------------------
BH6264D-EEE-11XX BH6264D BH SDC9604A SDC9604A FAB3
- -------------------------------------------------------------------------------------------
BH6313A-FAA-08XX BH6313A BH SXLJ004 ASIA FAB3
- -------------------------------------------------------------------------------------------
BH6313D-EXM-11X3 BH6313D BH 24300-00004-0000 24300-00004-0000 FAB3
- -------------------------------------------------------------------------------------------
BH6313D-EXH-14XX BH6313D BH CS97G019 CS97G019 FAB3
- -------------------------------------------------------------------------------------------
BH6313D-EXN-14X3 BH6313D BH CS97G019 CS97G019 FAB3
- -------------------------------------------------------------------------------------------
BH6313D-EXF-13XX BH6313D BH K-SOUND K-SOUND FAB3
- -------------------------------------------------------------------------------------------
BH6313D-EXM-12X3 BH6313D BH SDC9405B SDC9405B FAB3
- -------------------------------------------------------------------------------------------
BH6313D-FAA-08XX BH6313D BH SXLJ004 SXLJ004 FAB3
- -------------------------------------------------------------------------------------------
BH6403A-EDA-02XX BH6403A BH AZT2316-S SOUND CARD FAB3
- -------------------------------------------------------------------------------------------
BH6403A-EDK-02XX BH6403A BH AZT2316-S AZT2316-S FAB3
- -------------------------------------------------------------------------------------------
BH6403A-EDF-03XX BH6403A BH DMC-2 DMC-2 FAB3
- -------------------------------------------------------------------------------------------
BH6403A-EDH-03XX BH6403A BH DMC-2Y DMC-2Y FAB3
- -------------------------------------------------------------------------------------------
BH6403A-04XX BH6403A BH EC810PPWD EC810PPWD FAB3
- -------------------------------------------------------------------------------------------
BH6403D-EDA-03XX BH6403D BH DMC-2 DMC-2 FAB3
- -------------------------------------------------------------------------------------------
BH6403D-EDF-03XX BH6403D BH DMC-2 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6403D-EDK-03XX BH6403D BH DMC-2 DMC-2 FAB3
- -------------------------------------------------------------------------------------------
BH6403D-EDH-03XX BH6403D BH DMC-2Y DMC-2Y FAB3
- -------------------------------------------------------------------------------------------
BH6423A-EYB-06XX BH6423A BH PPCC-02A GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6423A-ESB-09XX BH6423A BH STI-9511 STI-9511 FAB3
- -------------------------------------------------------------------------------------------
BH6423A-EXF-01XX BH6423A BH VISU VISU FAB3
- -------------------------------------------------------------------------------------------
BH6423A-EXF-03XX BH6423A BH ZSI-1 ZSI-1 FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EAD-11XX BH6423D BH ASSA7700A ASSA7700A FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EAB-15XX BH6423D BH KY2060VD KY2060VD FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EAC-16XX BH6423D BH KY2060VDA KY2060VDA FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EXF-07XX BH6423D BH MESH2 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EXF-13XX BH6423D BH NEUTRON NEUTRON FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EXF-04XX BH6423D BH PC5250IL-11 PC5250IL-11 FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EYB-08XX BH6423D BH PPCC-02B PPCC-02B FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EZC-12XX BH6423D BH SD512 SD512 FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EZE-12XX BH6423D BH SD512 SD512 FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EAA-14XX BH6423D BH SH9607 SH9607 FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EAD-14XX BH6423D BH SH9607 SH9607 FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EAD-02XX BH6423D BH SJC-9401 SJC-9401 FAB3
- -------------------------------------------------------------------------------------------
BH6423D-EXF-01XX BH6423D BH VISU VISU FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-01XX BH6433D BH AZT2316B AZT2316B FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDA-09XX BH6433D BH CDT01 CDT01 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-09XX BH6433D BH CDT01 CDT01 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDA-08XX BH6433D BH DSO-96 DSO-96 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-08XX BH6433D BH DSO-96 DSO-96 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-ECB-13XX BH6433D BH FP02AC001N FP02AC001N FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDA-04XX BH6433D BH JG643045 MICOM FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-04XX BH6433D BH JG643045 JG643045 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDA-14XX BH6433D BH JG643075 JG643075 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-14XX BH6433D BH JG643075 JG643075 FAB3
- -------------------------------------------------------------------------------------------
BH64330-EDA-10XX BH6433D BH ML001 ML001 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-10XX BH6433D BH ML001 ML001 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDA-02XX BH6433D BH MY603 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-02XX BH6433D BH MY603 MY603 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDA-06XX BH6433D BH PDX6 PDX6 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-06XX BH6433D BH PDX6 PDX6 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-ECB-05XX BH6433D BH PIGEON GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDA-12XX BH6433D BH SIL001 SIL001 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-12XX BH6433D BH SIL001 SIL001 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDA-03XX BH6433D BH V1000 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-03XX BH6433D BH V1000 V100 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDA-15XX BH6433D BH VASIC-00003 VASIC-00003 FAB3
- -------------------------------------------------------------------------------------------
BH6433D-EDK-15XX BH6433D BH VASIC-00003 VASIC-00003 FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 45
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH6483A-EXF-08XX BH6483A BH TR9308E TR9308E FAB3
- -------------------------------------------------------------------------------------------
BH6483D-ECA-11XX BH6483D BH INI-610 INI-610 FAB3
- -------------------------------------------------------------------------------------------
BH6483D-EXF-09XX BH6483D BH IOCC-1D IOCC-1D FAB3
- -------------------------------------------------------------------------------------------
BH6483D-EAC-13X3 BH6483D BH LX0664B GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6483D-EXF-20XX BH6483D BH MPC12 MPC12 FAB3
- -------------------------------------------------------------------------------------------
BH6483D-EXF-19XX BH6483D BH MPC11 MPC11 FAB3
- -------------------------------------------------------------------------------------------
BH6483D-EWD-03XX BH6483D BH SBS9401B GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6483D-EWD-15XX BH6483D BH SH951025 SH951025 FAB3
- -------------------------------------------------------------------------------------------
BH6483D-EWD-17XX BH6483D BH SH9603 SH9603 FAB3
- -------------------------------------------------------------------------------------------
BH6483D-EWD-18XX BH6483D BH SH960380 SH960380 FAB3
- -------------------------------------------------------------------------------------------
BH6483D-EWD-14XX BH6483D BH SST32AD GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6563D-EEJ-02XX BH6563D BH VICTORB VICTORB FAB3
- -------------------------------------------------------------------------------------------
BH6573A-ECB-11XX BH6573A BH FP02AC001 FP02AC001 FAB3
- -------------------------------------------------------------------------------------------
BH6573A-EXF-09XX BH6573A BH FTD3 FTD3 FAB3
- -------------------------------------------------------------------------------------------
BH6573A-EWB-04XX BH6573A BH STB9403 STB9403 FAB3
- -------------------------------------------------------------------------------------------
BH6573A-EWE-04XX BH6573A BH STB9403 WIRELESS LAN FAB3
- -------------------------------------------------------------------------------------------
BH6653A-EDA-08XX BH6653A BH AZT2316 SOUND CARD CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH6653A-EDK-08XX BH6653A BH AZT2316 AZT2316 FAB3
- -------------------------------------------------------------------------------------------
BH6653A-EDA-14XX BH6653A BH JG665038A JG665038A FAB3
- -------------------------------------------------------------------------------------------
BH6653A-EDK-14XX BH6653A BH JG665038A JG665038A FAB3
- -------------------------------------------------------------------------------------------
BH6653A-ECA-17XX BH6653A BH STR9406 ASIC FAB3
- -------------------------------------------------------------------------------------------
BH6653A-ECB-17XX BH6653A BH STR9406 STR9406 FAB3
- -------------------------------------------------------------------------------------------
BH6653A-EDA-06XX BH6653A BH WAVIA GRAPHIC CHIP FAB3
- -------------------------------------------------------------------------------------------
BH6653D-ETF-16XX BH6653D BH CGA2000 CGA2000 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-ECB-43XX BH6653D BH CS96G026 CS96G026 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-22XX BH6653D BH CTR68K GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-22XX BH6653D BH CTR68K CTR68K FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-29XX BH6653D BH FALCON FALCON FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-28XX BH6653D BH HANAV102 HANAV102 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-28XX BH6653D BH HANAV102 HANAV102 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-18XX BH6653D BH HANAV101 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-18XX BH6653D BH HANAV101 HANAV101 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-34XX BH6653D BH HIFGA HIFGA FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-33XX BH6653D BH JG665055 JG665055 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDF-33XX BH6653D BH JG665055 JG665055 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EXF-20XX BH6653D BH MERCURY GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EXF-41XX BH6653D BH MPC3 MPC3 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-23XX BH6653D BH PIXEL1 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-23XX BH6653D BH PIXEL1 PIXEL1 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-25XX BH6653D BH PIXEL2 PIXEL2 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-25XX BH6653D BH PIXEL2 PIXEL2 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-ECA-40XX BH6653D BH PLC9608 PLC9608 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-ECB-40XX BH6653D BH PLC9608 PLC9608 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-36XX BH6653D BH SDC-9602 SDC-9602 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDD-36XX BH6653D BH SDC-9602 SDC-9602 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-36XX BH6653D BH SDC-9602 SDC-9602 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-12XX BH6653D BH SL82C365G SL82C365G FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-12XX BH6653D BH SL82C365G SL82C365G FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-32XX BH6653D BH STI-9602 STI-9602 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-35XX BH6653D BH STI-9602A STI-9602A FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-35XX BH6653D BH STI-9602A STI-9602A FAB3
- -------------------------------------------------------------------------------------------
BH66530-EDA-37XX BH6653D BH STI-9602B STI-9602B FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-37XX BH6653D BH STI-9602B STI-9602B FAB3
- -------------------------------------------------------------------------------------------
BH6653D-ECB-17XX BHT653D BH STR9406 STR9406 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-ECB-27XX BH6653D BH STR9406A STR9406A FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EAD-45XX BH6653D BH STS9502B ATM ESS & MSS FAB3
- -------------------------------------------------------------------------------------------
BH6653D-ETF-44XX BH6653D BH UFC96 UFC96 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-39XX BH6653D BH V10LA V10LA FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-39XX BH6653D BH V10LA V10LA FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-31XX BH6653D BH VISA96 VISA96 FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDA-06XX BH6653D BH WAVIA WAVIA FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-06XX BH6653D BH WAVIA WAVIA FAB3
- -------------------------------------------------------------------------------------------
BH6653D-EDK-42XX BH6653D BH ZQL9701 ZQL9701 FAB3
- -------------------------------------------------------------------------------------------
BH6873D-EEJ-10XX BH6873D BH CS1021CF CS1021CF FAB3
- -------------------------------------------------------------------------------------------
BH6873D-EEJ-11XX BH6873D BH E96MS E96MS FAB3
- -------------------------------------------------------------------------------------------
BH6873D-EEB-01XX BH6873D BH HK02 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH6873D-EEJ-03XX BH6873D BH JG687047 JG687047 FAB3
- -------------------------------------------------------------------------------------------
BH6873D-EEJ-04XX BH6873D BH JG687050 JG687050 FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 46
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH6873D-EEJ-05XX BH6873D BH JG687051 JG687051 FAB3
- -------------------------------------------------------------------------------------------
BH6873D-EEJ-12XX BH6873D BH JG687071 JG687071 FAB3
- -------------------------------------------------------------------------------------------
BH6883A-EDK-16XX BH6883A BH CMGA CMGA FAB3
- -------------------------------------------------------------------------------------------
BH6883A-EDA-05XX BH6883A BH JG688036 PC CHIPSET FAB3
- -------------------------------------------------------------------------------------------
BH6883A-EDK-05XX BH6883A BH JG688036 JG688036 FAB3
- -------------------------------------------------------------------------------------------
BH6883A-EDA-10XX BH6883A BH PCSRXTX STANDARD CELL FAB3
- -------------------------------------------------------------------------------------------
BH6883A-EDK-10XX BH6883A BH PCSRXTX PCSRXTX FAB3
- -------------------------------------------------------------------------------------------
BH6883A-EDF-02XX BH6883A BH S82426EX 486 PCI CHIP-SET FAB3
- -------------------------------------------------------------------------------------------
BH6883A-EDA-09XX BH6883A BH SAG9501A SAG9501A FAB3
- -------------------------------------------------------------------------------------------
BH6883A-EDK-09XX BH6883A BH SAG9501A SAG9501A FAB3
- -------------------------------------------------------------------------------------------
BH6883A-EAE-17X3 BH6883A BH SVJ9504B SVJ9504B FAB3
- -------------------------------------------------------------------------------------------
BH7024E-EEJ-02XX BH7024E BH OZ6832 OZ6832 FAB3
- -------------------------------------------------------------------------------------------
BH7103E-APE-03XX BH7103E BH EBC9003D EBC9003D FAB3
- -------------------------------------------------------------------------------------------
BH7103E-APE-06XX BH7103E BH EBC9003D EBC9003D FAB3
- -------------------------------------------------------------------------------------------
BH7103E-APH-03XX BH7103E BH EBC9003D EBC9003D FAB3
- -------------------------------------------------------------------------------------------
BH7103E-APH-06XX BH7103E BH EBC9003D EBC9003D FAB3
- -------------------------------------------------------------------------------------------
BH7103E-APE-11XX BH7103E BH EBC9003DA EBC9003DA FAB3
- -------------------------------------------------------------------------------------------
BH7103E-FZA-02XX BH7103E BH EBC9003P EBC9003P FAB3
- -------------------------------------------------------------------------------------------
BH7103E-FZA-07XX BH7103E BH EBC9003P EBC9003P FAB3
- -------------------------------------------------------------------------------------------
BH7103E-FZA-12XX BH7103E BH EBC9003PA EBC9003PA FAB3
- -------------------------------------------------------------------------------------------
BH7103E-BMA-08XX BH7103E BH GIGASET-TF GIGASET-TF FAB3
- -------------------------------------------------------------------------------------------
BH7103E-AHD-09XX BH7103E BH JG710069 JG710069 FAB3
- -------------------------------------------------------------------------------------------
BH7103E-BMA-04XX BH7103E BH ROTAG ROTAG FAB3
- -------------------------------------------------------------------------------------------
BH7103E-ERA-10XX BH7103E BH SVC9702 SVC9702 FAB3
- -------------------------------------------------------------------------------------------
BH7103E-ERF-05XX BH7103E BH V237 V237 FAB3
- -------------------------------------------------------------------------------------------
BH7103E-ERJ-05XX BH7103E BH V237 V237 FAB3
- -------------------------------------------------------------------------------------------
BH7103E-ERJ-13XX BH7103E BH WINET-01 TOY FAB3
- -------------------------------------------------------------------------------------------
BH7103E-ERJ-14XX BH7103E BH WINET-02 Toy FAB3
- -------------------------------------------------------------------------------------------
BH7124E-EEJ-01XX BH7124E BH TEST208 TEST208 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EEJ-10XX BH7134E BH CS96G034 CS96G034 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDA-12XX BH7134E BH CS97G005 CS97G005 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDK-12XX BH7134E BH CS97G005 CS97G005 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EXF-11XX BH7134E BH IML1101Y IML1101Y FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EEJ-14XX BH7134E BH JG713068 JG713068 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EEJ-18XX BH7134E BH JG713068A JG713068A FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDA-02XX BH7134E BH KG75IDDQ KG75IDDQ FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDA-03XX BH7134E BH KG75IDDQ KG75IDDQ FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDK-03XX BH7134E BH KG75IDDQ KG7134E MASTER FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDJ-17X3 BH7134E BH LET5380 LET5380 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDJ-20X3 BH7134E BH LXT3380 LXT3380 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EXF-06XX BH7134E BH PCS1-lVPS PCS1-lVPS FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EXF-09XX BH7134E BH PCS1-1VPSA PCS1-1VPSA FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EEJ-16XX BH7134E BH STASIC97 STSIC97 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EEJ-21XX BH7134E BH STASIC98 Terminal (Monitor Control) FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EEJ-26XX BH7134E BH STAS1C98A DISPLAY FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDA-08XX BH7134E BH STIPI STIPI FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDK-08XX BH7134E BH STIPI STIPI FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EEJ-15XX BH7134E BH STS9705 STS9705 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-VNB-05XX BH7134E BH TBGA256 TBGA256 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EXF-19XX BH7134E BH TMDA2000 TMDA2000 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EXF-22XX BH7134E BH TMDA2000A ISDN controller FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EXF-25XX BH7134E BH TMDA2100 ISDN Controller FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDK-24XX BH7134E BH TMDA3000 ISDN CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EXF-13XX BH7134E BH TMDA5867 TMDA5867 FAB3
- -------------------------------------------------------------------------------------------
BH7134E-EDK-04XX BH7134E BH VVVPBCVLG VVVPBCVLG FAB3
- -------------------------------------------------------------------------------------------
BH7144D-EEJ-01XX BH7144D BH SUNRISE SUNRISE FAB3
- -------------------------------------------------------------------------------------------
BH7163E-ETD-03XX BH7163E BH LCC5N00 CNS LCD CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH7163E-ETF-02XX BH7163E BH LMT5560 LMT5560 FAB3
- -------------------------------------------------------------------------------------------
BH7163E-ETF-01XX BH7163E BH MS MS FAB3
- -------------------------------------------------------------------------------------------
BH7164D-EDB-05XX BH7164D BH SID-9604A SID-9604A FAB3
- -------------------------------------------------------------------------------------------
BH7164D-EDB-06XX BH7164D BH SID-9605 SID-9605 FAB3
- -------------------------------------------------------------------------------------------
BH7164D-ECB-03XX BH7164D BH SIP9501B SIP9501B FAB3
- -------------------------------------------------------------------------------------------
BH71930-ERF-05XX BH7193D BH 93C201A 93C201A FAB3
- -------------------------------------------------------------------------------------------
BH7193D-ERJ-05XX BH7193D BH 93C201A 93C201A FAB3
- -------------------------------------------------------------------------------------------
BH7194D-EFA-02XX BH7194D BH MG9060B MG9060B FAB3
- -------------------------------------------------------------------------------------------
BH71940-EFA-03XX BH7194D BH MG9060C MG9060C FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EEJ-05XX BH7204E BH 93C488 93C488 FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EEJ-10XX BH7204E BH 93C488A 93C488A FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 47
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH7204E-EDA-11XX BH7204E BH A009+ A009+ FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDK-11XX BH7204E BH A009+ A009+ FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDA-14XX BH7204E BH CLIP CLIP FAB3
- -------------------------------------------------------------------------------------------
BH17204E-EDK-I4XX BH7204E BH CLIP CLIP FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EXF-19XX BH7204E BH CS97G008 CS97G008 FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDK-12XX BH7204E BH GW7620A GW7620A FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EFA-06XX BH7204E BH JG720057 JG720057 FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDA-20XX BH7204E BH MPC97-2A MPC97-2A FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDA-21XX BH7204E BH MPC97-2B MPC97-2B FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDA-22XX BH7204E BH MPC97-2C MPC97-2C FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDA-23XX BH7204E BH MPC97-2D MPC97-2D FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDA-15XX BH7204E BH MPC97A MPC97A FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDK-15XX BH7204E BH MPC97A MPC97A FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDA-16XX BH7204E BH MPC97B MPC97B FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDK-16XX BH7204E BH MPC97B MPC97B FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDA-17XX BH7204E BH MPC97C MPC97C FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDK-17XX BH7204E BH MPC97C MPC97C FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDK-26XX BH7204E BH MPW98-1-A [KOREAN] FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDK-27XX BH7204E BH MPW98-1-B [KOREAN] FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDK-28XX BH7204E BH MPW98-1-C WFM Filter With DWW (DATA Inter FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EDK-29XX BH7204E BH MPW98-1-D DSP CHIP FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EEJ-01XX BH7204E BH PCSI.IV PCSI.IV FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EAD-08XX BH7204E BH PHONIC PHONIC FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EFA-24XX BH7204E BH STM9804 CDMA COMBINDING FAB3
- -------------------------------------------------------------------------------------------
BH7204E-EAE-18X3 BH7204E BH SVC9701 SVC9701 FAB3
- -------------------------------------------------------------------------------------------
BH7243E-ETJ-03X3 BH7243E BH EFMTIM EFMTIM FAB3
- -------------------------------------------------------------------------------------------
BH7243E-10XP BH7243E BH EM785APCC JOY PAD CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH7243E-05XP BH7243E BH EM785PCC EM785PCC FAB3
- -------------------------------------------------------------------------------------------
BH7243E-05XP BH7243E BH EM785PCC EM785PCC FAB3
- -------------------------------------------------------------------------------------------
BH7243E-EWJ-11X3 BH7243E BH EUSB-C3 USB CORE SIDE ASIC FAB3
- -------------------------------------------------------------------------------------------
BH7243E-ETD-09XX BH7243E BH JG760082 [KOREAN] FAB3
- -------------------------------------------------------------------------------------------
BH7243E-ERA-02XX BH7243E BH KSE9701 KSE9701 FAB3
- -------------------------------------------------------------------------------------------
BH7243E-EWJ-O8X3 BH7243E BH LST3610 LCD Driver Control FAB3
- -------------------------------------------------------------------------------------------
BH7243E-06XP BH7243E BH MAGICTOPPCC [KOREAN] LED DISPLAY FAB3
- -------------------------------------------------------------------------------------------
BH7243E-EWD-01XX BH7243E BH MJM3000 MJM3000 FAB3
- -------------------------------------------------------------------------------------------
BH7243E-04XP BH7243E BH NEWBKPCC NEWBKPCC FAB3
- -------------------------------------------------------------------------------------------
BH7253D-BNE-04XX BH7253D BH CANASIC-1 MICROPROCESSOR'S PERIPHERAL F FAB3
- -------------------------------------------------------------------------------------------
BH7253D-BNE-04XX BH7253D BH CANASIC-1TF CANASIC-1TF FAB3
- -------------------------------------------------------------------------------------------
BH7253D-EWE-02X3 BH7253D BH SMA9606 SMA9606 FAB3
- -------------------------------------------------------------------------------------------
BH7253D-FZA-01XX BH7253D BH STS9604 STS9604 FAB3
- -------------------------------------------------------------------------------------------
BH7253D-EWE-03X3 BH7253D BH SVV9701 SVV9701 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-09XX BH7343E BH BTC6630 BTC6630 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-19XX BH7343E BH BTC6650 SCANNER I/O CONTROLLOR FAB3
- -------------------------------------------------------------------------------------------
BH7343E-ETD-11XX BH7343E BH BUSMAN BUSMAN FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-28XX BH7343E BH CM_QUAD CCTV Controller FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXP-22X3 BH7343E BH CSC97G025 CSC97G025 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-18XX BH7343E BH DCSII DCSII FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-10XX BH7343E BH EATC01 EATC01 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-12XX BH7343E BH ECI203552 ECI203552 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-15XX BH7343E BH ECI203553 ECI203553 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-16XX BH7343E BH IJ001 IJ001 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-27XX BH7343E BH IMPACT-A scanner controller FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXP-20X3 BH7343E BH LWT5560 LWT5560 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXP-21X3 BH7343E BH LWT5561 LWT5561 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXM-23X3 BH7343E BH LXC3652 TIMING CONTROLLER(TFT LCD] FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXP-30X3 BH7343E BH LXC3656 LCD TIMING CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-14XX BH7343E BH MA1015 MA1015 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-25XW BH7343E BH MFPPWD INTERU CTRL FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-17XX BH7343E BH MOSAICA MOSAICA FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXM-04X3 BH7343E BH NFDC2048 NFDC2048 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-ERF-07XX BH7343E BH OZ990 OZ990 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-ERJ-07XX BH7343E BH OZ990 OZ990 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-ERF-05XX BH7343E BH RP22 RP22 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-ERJ-05XX BH7343E BH RP22 RP22 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-13XX BH7343E BH RP32 RP32 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-06XX BH7343E BH SCC603A SCC603A FAB3
- -------------------------------------------------------------------------------------------
BH7343E-FBA-24X3 BH7343E BH SCX6225 TERMINAL INTERFACE FAB3
- -------------------------------------------------------------------------------------------
BH7343E-FBA-29XX BH7343E BH SCX6225A TERMINAL INTERFACE FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 48
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH7343E-FZA-08XX BH7343E BH SDH9502 SDH9502 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-01XX BH7343E BH TR9601 TR9601 FAB3
- -------------------------------------------------------------------------------------------
BH7343E-EXF-03XX BH7343E BH TR9601A TR9601A FAB3
- -------------------------------------------------------------------------------------------
BH7382E-04XP BH7382E BH KKASIC01PCC GAME CTRL FAB3
- -------------------------------------------------------------------------------------------
BH7382E-BMC-01XX BH7382E BH OZ6701-A OZ6701-A FAB3
- -------------------------------------------------------------------------------------------
BH7382E-BMC-02XX BH7382E BH OZ6701C OZ6701C FAB3
- -------------------------------------------------------------------------------------------
BH7382E-AMI-03XX BH7382E BH PWO883D PWO883D FAB3
- -------------------------------------------------------------------------------------------
BH7382E-BKF-05XX BH7382E BH SN2PMD2 MOTOR Controller FAB3
- -------------------------------------------------------------------------------------------
BH7382E-BKF-06XX BH7382E BH SN2PMD2A MOTOR CONTROL FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-02XX BH7404E BH 84301HS 84301HS FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-05XX BH7404E BH 8431HS 8431HS FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-03XX BH7404E BH CS96G014 CS96G014 FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-10XX BH7404E BH CS96G014A CS96G014A FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-13XX BH7404E BH CS96G014B CS96G014B FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-11XX BH7404E BH CS96G030 CS96G030 FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEB-12XX BH7404E BH CS96G031 CS96G031 FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-12XX BH7404E BH CS96G031 CS96G031 FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EDA-14XX BH7404E BH CS97G003 CS97G003 FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EDK-14XX BH7404E BH CS97G003 CS97G003 FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-15XX BH7404E BH CSD97G029 CSD97G029 FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-06XX BH7404E BH GW7680 GW7680 FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEB-01XX BH7404E BH KS82C614A BBIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEB-04XX BH7404E BH PCS1-1VCS PCS1-1VCS FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-09XX BH7404E BH PCS1-1VCSA PCS1-1VCSA FAB3
- -------------------------------------------------------------------------------------------
BH7404E-EEJ-04XX BH7404E BH PCS1-1VCS PCS1-1VCS FAB3
- -------------------------------------------------------------------------------------------
BH7503D-EXM-10X3 BH7503D BH LSD0664A LSD0664A FAB3
- -------------------------------------------------------------------------------------------
BH7503D-EXM-11X3 BH7503D BH LST3620 LST3620 FAB3
- -------------------------------------------------------------------------------------------
BH7503D-EXF-12XX BH7503D BH M3 M3 FAB3
- -------------------------------------------------------------------------------------------
BH7503D-EXF-14XX BH7503D BH M3A M3A FAB3
- -------------------------------------------------------------------------------------------
BH7503D-EXF-05XX BH7503D BH MORY3 MORY3 FAB3
- -------------------------------------------------------------------------------------------
BH7503D-EXF-09XX BH7503D BH MORY3C MORY3C FAB3
- -------------------------------------------------------------------------------------------
BH7503D-EDD-03XX BH7503D BH PC87521 GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------
BH7503D-FZD-13XX BH7503D BH STS9604A STS9604A FAB3
- -------------------------------------------------------------------------------------------
BH7593D-EEB-02XX BH7593D BH EFAR05D EFAR05D FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EXF-16XX BH7603E BH BTRU-97 BTRU-97 FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EXF-11XX BH7603E BH CM9804 CM9804 FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EDK-12XX BH76-03E BH ECI304674 Telecom controller FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EZE-03XX BH7603E BH JG760059N JG760059N FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EAE-04X3 BH7603E BH JG760060 JG760060 FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EAC-08XX BH7603E BH JULY JULY FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EAC-09XX BH7603E BH JULYA JULYA FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EAC-02X3 BH7603E BH LEC3620 LEC3620 FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EAE-05X3 BH7603E BH LEC3620A LEC3620A FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EAE-17X3 BH7603E BH LXT3260 LCD TIMING CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EWD-06XX BH7603E BH SLM-RGB-V SLM-RGB-V FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EXF-07XX BH7603E BH SSC SSC FAB3
- -------------------------------------------------------------------------------------------
BH7603E-EXF-10XX BH7603E BH SSCV2 SSCV2 FAB3
- -------------------------------------------------------------------------------------------
BH7693D-EWD-10XX BH7693D BH CS96G032 CS96G032 FAB3
- -------------------------------------------------------------------------------------------
BH7693D-EXF-04XX BH7693D BH CSP60C00B CSP60C00B FAB3
- -------------------------------------------------------------------------------------------
BH7693D-EXF-08XX BH7693D BH DTC436E3 DTC436E3 FAB3
- -------------------------------------------------------------------------------------------
BH7693D-EAE-07X3 BH7693D BH LXS0664B LXS0664B FAB3
- -------------------------------------------------------------------------------------------
BH7693D-EXH-09X3 BH7693D BH SPRDVC01 SPRDVC01 FAB3
- -------------------------------------------------------------------------------------------
BH7693D-EAD-03XX BH7693D BH STT9601 STT9601 FAB3
- -------------------------------------------------------------------------------------------
BH7723E-EDA-01XX BH7723E BH PAD80TS1 PAD80TS1 FAB3
- -------------------------------------------------------------------------------------------
BH7723E-EDK-01XX BH7723E BH PAD80TS1 PAD80TS1 FAB3
- -------------------------------------------------------------------------------------------
BH7763E-ECB-08XX BH7763E BH CSC98G030 VIDEO CONT FAB3
- -------------------------------------------------------------------------------------------
BH7763E-EXF-04XX BH7763E BH HARLEQUIN HARLEQUIN FAB3
- -------------------------------------------------------------------------------------------
BH7763E-EXF-01XX BH7763E BH K-SOUND2 K-SOUND2 FAB3
- -------------------------------------------------------------------------------------------
BH7763E-EXM-02X3 BH7763E BH LXC3650 LXC3650 FAB3
- -------------------------------------------------------------------------------------------
BH7763E-EXM-03X3 BH7763E BH LXC3650A LXC3650A FAB3
- -------------------------------------------------------------------------------------------
BH7763E-EXF-07XX BH7763E BH RENO RENO FAB3
- -------------------------------------------------------------------------------------------
BH7763E-EXF-06XX BH7763E BH SLM-RGB-V2 SLM-RGB-V2 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EXF-11XX BH7853E BH CS97G001 CS97G001 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EWD-12XX BH7853E BH CS97G012 CS97G012 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EDA-15XX BH7853E BH DATATRAK DATATRAK FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EDK-15XX BH7853E BH DATATRAK DATATRAK FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EAC-19XX BH7853E BH DP4200 DP4200 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EDK-21XX BH7853E BH GPS_1000P GPS controller FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 49
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH7853E-EDG-07X3 BH7853E BH JG785061A JG785061A FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EDA-06XX BH7853E BH KG75M_TST KG75M_TST FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EDK-06XX BH7853E BH KG75M_TST KG75M_TST FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EAE-04X3 BH7853E BH LXC3360 LXC3360 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EAE-10X3 BH7853E BH LXC3360A LXC3360A FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EAE-17X3 BH7853E BH LXC3361 LXC3361 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EDJ-20X3 BH7853E BH LXT3381 LCD Timing Control FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EDJ-22X3 BH7853E BH LXT3382 FRC. 384CH IC DIVISION FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EAE-03X3 BH7853E BH LXT5360 LXT5360 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EAE-09X3 BH7853E BH LXT5360A LXT5360A FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EAE-02X3 BH7853E BH LXT5560 LXT5560 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EAE-08X3 BH7853E BH LXT5560A LXT5560A FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EAE-13X3 BH7853E BH LXT5561 LXT5561 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EDK-23XX BH7853E BH MVA multivision control FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EXF-05XX BH7853E BH OA-960 OA-960 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-FAB-14XX BH7853E BH OX16C952 OX16C952 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EAB-01XX BH7853E BH RP12 RP12 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-EDK-18XX BH7853E BH STS9704 STS9704 FAB3
- -------------------------------------------------------------------------------------------
BH7853E-ETF-16XX BH7853E BH UFC97 UFC97 FAB3
- -------------------------------------------------------------------------------------------
BH7873D-EXM-10X3 BH7873D BH DSCJPGA DSCJPGA FAB3
- -------------------------------------------------------------------------------------------
BH7873D-EEJ-08XX BH7873D BH EFAR07A EFAR07A FAB3
- -------------------------------------------------------------------------------------------
BH7873D-EXM-03X3 BH7873D BH LSD0664 LSD0664 FAB3
- -------------------------------------------------------------------------------------------
BH7873D-EAE-09X3 BH7873D BH LXS0664 LXS0664 FAB3
- -------------------------------------------------------------------------------------------
BH7873D-14XP BH7873D BH LXS0664PCC LXS0664PCC FAB3
- -------------------------------------------------------------------------------------------
BH7873D-EDA-13XX BH7873D BH SIP9602A SIP9602A FAB3
- -------------------------------------------------------------------------------------------
BH7873D-EDK-13XX BH7873D BH SIP9602A SIP9602A FAB3
- -------------------------------------------------------------------------------------------
BH8144D-00XX BH8144D BH BH8144D MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8144E-EDK-07XX BH8144E BH 163-54-000007 SCANNER CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8144E-07XW BH8144E BH 163-54-000007PWD 163-54-000007PWD FAB3
- -------------------------------------------------------------------------------------------
BH8144E-EAC-02XX BH8144E BH 80C300E 80C300E FAB3
- -------------------------------------------------------------------------------------------
BH8144E-EAE-04X3 BH8144E BH 93C33 93C33 FAB3
- -------------------------------------------------------------------------------------------
BH8144E-00XX BH8144E BH BH8144E-MASTER BH8144E-MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8144E-EDK-05XX BH8144E BH JG814079 JG814079 FAB3
- -------------------------------------------------------------------------------------------
BH8144E-EDK-09XX BH8144E BH JG814081 Word Processor Controller FAB3
- -------------------------------------------------------------------------------------------
BH8144E-EDK-10XX BH8144E BH M1A scanner FAB3
- -------------------------------------------------------------------------------------------
BH8144E-EXF-06XX BH8144E BH SPC8 Telecom interface logic FAB3
- -------------------------------------------------------------------------------------------
BH8144E-EDK-03XX BH8144E BH XP69 XP69 FAB3
- -------------------------------------------------------------------------------------------
BH8144F-00XX BH8144F BH BH8144F-MASTER BH8144F-MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8144F-EDJ-03X3 BH8144F BH CLYDE CPU PERIPHERALS FAB3
- -------------------------------------------------------------------------------------------
BH8144F-EDJ-05X3 BH8144F BH CLYDE2 CPU PERIPHERALS FAB3
- -------------------------------------------------------------------------------------------
BH8144F-ETJ-01X3 BH8144F BH JG814076 JG814076 FAB3
- -------------------------------------------------------------------------------------------
BH8144F-ECC-04X3 BH8144F BH LEC3280 FRC. LCD Timing Controller FAB3
- -------------------------------------------------------------------------------------------
BH8144F-EXF-02XX BH8144F BH OA-96OREVB Image Processing Chip FAB3
- -------------------------------------------------------------------------------------------
BH8214D-EEB-05XX BH8214D BH KG8OEVA5V KG80EVA5V FAB3
- -------------------------------------------------------------------------------------------
BH8244D-00XX BH8244D BH BH8244D BH8244D FAB3
- -------------------------------------------------------------------------------------------
BH8244D-EEJ-01XX BH8244D BH JG824064 JG824064 FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-06XX BH8244E BH AX88870 ETHER HUB FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-11XX BH8244E BH AX9803A AX9803A FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-13XX BH8244E BH AX9803C ETHERNET HUB FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-16XX BH8244E BH AX9803D Ethernet Hub FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EDK-16AX BH8244E BH AX9803DA Ethernet Hub FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-17XX BH8244E BH AX9803E ETHERNET HUB S/W FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EDK-17AX BH8244E BH AX9803EA ETHERNET HUB S/W FAB3
- -------------------------------------------------------------------------------------------
BH8244E-00XX BH8244E BH BH8244E-MASTER BH8244E-MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-10XX BH8244E BH DOC VIDEO CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EDK-02XX BH8244E BH EPC EPC FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EDK-18XX BH8244E BH EPC-Al PCI Bridge chip FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EDK-12XX BH8244E BH GCD2000 CDROM CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-08XX BH8244E BH JC824077 JC824077 FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-05XX BH8244E BH JG824064A JG824064A FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-03XX BH8244E BH JG824073 JG824073 FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-15XX BH8244E BH JG824073A Color PPC FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-07XX BH8244E BH JG824080 SYSTEM PRINTER FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EEJ-04XX BH8244E BH KY400 KY400 FAB3
- -------------------------------------------------------------------------------------------
BH8244E-EXF-14XX BH8244E BH OV511 PC Camera FAB3
- -------------------------------------------------------------------------------------------
BH8244F-00XX BH8244F BH BH8244F-MASTER BH8244F-MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8244F-EEJ-01XX BH8244F BH WRC97 WRC97 FAB3
- -------------------------------------------------------------------------------------------
BH8304G-01XX BH8304G BH BH8304G BH8304G FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 50
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH8304H-EDA-01XX BH8304H BH BH8304H BH8304H FAB3
- -------------------------------------------------------------------------------------------
BH8304K-EDA-01XX BH8304K BH BH8304K BH8304K FAB3
- -------------------------------------------------------------------------------------------
BH8304X-EDA-01XX BH8304X BH KG8304 KG8304 FAB3
- -------------------------------------------------------------------------------------------
BH8324D-00XX BH8324D BH BH8324D BH8324D FAB3
- -------------------------------------------------------------------------------------------
BH8324D-EFA-01XX BH8324D BH IJP IJP FAB3
- -------------------------------------------------------------------------------------------
BH8324E-00XX BH8324E BH BH8324E-MASTER BH8324E-MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8324E-EFA-02XX BH8324E BH MG9063 MG9063 FAB3
- -------------------------------------------------------------------------------------------
BH8324E-EDK-03XX BH8324E BH NVC1000 DIGITAL [KOREAN] CAMERA FAB3
- -------------------------------------------------------------------------------------------
BH8324E-EDK-031X BH8324E BH NVC1010 DIGITAL [KOREAN] CAMERA FAB3
- -------------------------------------------------------------------------------------------
BH8324F-00XX BH8324F BH BH8324F-MASTER BH8324F-MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8324F-EAD-01XX BH8324F BH DAEDALUS [KOREAN] CONT. FAB3
- -------------------------------------------------------------------------------------------
BH8334X-EDA-01XX BH8334X BH BH8334X BH8334X FAB3
- -------------------------------------------------------------------------------------------
BH8344D-EDA-01XX BH8344D BH BH8344D3V BH8344D3V FAB3
- -------------------------------------------------------------------------------------------
BH8384D-EDA-01XX BH8384D BH KG8384D KG8384D FAB3
- -------------------------------------------------------------------------------------------
BH8384X-EDA-01XX BH8384X BH KG8384X KG8384X FAB3
- -------------------------------------------------------------------------------------------
BH8413E-EXF-01XX BH8413E BH 2000U Scanner Interface Cntr FAB3
- -------------------------------------------------------------------------------------------
BH8413E-EXF-01XX BH8413E BH 2000U Scanner Interface Cntr FAB3
- -------------------------------------------------------------------------------------------
BH8413E-EDA-00XX BH8413E BH KG80 KG80 MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8413E-EWJ-03XX BH8413E BH WIN9901 Wireless Digitiger FAB3
- -------------------------------------------------------------------------------------------
BH8444D-EFA-01XX BH8444D BH JG844058 JG844058 FAB3
- -------------------------------------------------------------------------------------------
BH8444D-EEJ-02XX BH8444D BH VIQ VIQ FAB3
- -------------------------------------------------------------------------------------------
BH8444E-EEJ-10XX BH8444E BH ASAH-P4 ONU [KOREAN] ACCESS NODE FAB3
- -------------------------------------------------------------------------------------------
BH8444E-EEJ-03XX BH8444E BH CS97G009 CS97G009 FAB3
- -------------------------------------------------------------------------------------------
BH8444E-EEJ-04XX BH8444E BH CS97G010 CS97G010 FAB3
- -------------------------------------------------------------------------------------------
BH8444E-EEJ-06XX BH8444E BH ITTGA1 [KOREAN] FAB3
- -------------------------------------------------------------------------------------------
BH8444E-EXF-07XX BH8444E BH ITTGA2 [KOREAN] Modem FAB3
- -------------------------------------------------------------------------------------------
BH8444E-EEJ-08XX BH8444E BH ITTGA3 WLL [KOREAN] FAB3
- -------------------------------------------------------------------------------------------
BH8444E-EEJ-09XX BH8444E BH ITTGA4 WLL MODEM CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8444E-EEJ-11XX BH8444E BH ITTGA4A WLL MODEM CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8444E-00XX BH8444E BH KG8444E-MASTER KG8444E-MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8444E-VPA-05XX BH8444E BH RNI RNI FAB3
- -------------------------------------------------------------------------------------------
BH8530H-EFA-01XX BH8530H BH VINCENT5E HDTV [KOREAN] MPEG DECODER FAB3
- -------------------------------------------------------------------------------------------
BH8563D-00XX BH8563D BH BH8563D MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8563D-EXF-01XX BH8563D BH PCM4M PCM4M FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXP-29X3 BH8563E BH ADC008B TOY FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-08XX BH8563E BH AX88610 FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-11XX BH8563E BH AX88610A FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-15XX BH8563E BH AX88610B FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-06XX BH8563E BH AX88860 AX88860 FAB3
- -------------------------------------------------------------------------------------------
BH8563E-00XX BH8563E BH BH8563E-MASTER BH8563E-MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EFA-19XX BH8563E BH DB900 FAX FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EWD-22XX BH8563E BH DRIVELINK MOTOR CONTROL FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-20XX BH8563E BH E3 Scanner Controller FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-28XX BH8563E BH E3A SCANNER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-03XX BH8563E BH FIO1000 FIO100O FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-30XX BH8563E BH GATA99 DATA TRANSFER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-FZA-04XX BH8563E BH GT-64012 GT-64012 FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-17XX BH8563E BH HFC-PCI ISDN CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-13XX BH8563E BH HFC-SB ISDN CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-05XX BH8563E BH HFC-SP HFC-SP FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-12XX BH8563E BH HFC-SPA ISDN CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-24XX BH8563E BH HFC-SPCIA PC ISDN CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-ETD-21XX BH8563E BH LCC5A00 LCD CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-ETD-23XX BH8563E BH LCC5A00B LCD CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-ERA-18XX BH8563E BH LCDISCO FP Controller FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-14XX BH8563E BH MB-2 ISDN TERMINAL FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-24AX BH8563E BH MC145575A PC ISDN CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-02XX BH8563E BH PCM4MA PCM4MA FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-07XX BH8563E BH POWERBRIDGE POWERBRIDGE FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-27XX BH8563E BH SH9801 VCD FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-26XX BH8563E BH SP004 SCANNER CONTROLLER FAB3
- -------------------------------------------------------------------------------------------
BH8563E-ARA-10XX BH8563E BH SPMX_PSDX1 SPMX_PSDX1 FAB3
- -------------------------------------------------------------------------------------------
BH8563E-ARD-10XX BH8563E BH SPMX_PSDX1 SPMX_PSDX1 FAB3
- -------------------------------------------------------------------------------------------
BH8563E-ETF-01XX BH8563E BH STL7060 TSS [KOREAN] MODEM FAB3
- -------------------------------------------------------------------------------------------
BH8563E-ETF-16XX BH8563E BH STL7060 TSS [KOREAN] SS MODEM FAB3
- -------------------------------------------------------------------------------------------
BH8563E-EXF-25XX BH8563E BH SUNRISE1220PA SCANNER FAB3
- -------------------------------------------------------------------------------------------
BH8563F-00XX BH8563F BH BH8563F-MASTER FAB3
- -------------------------------------------------------------------------------------------
BH8563F-EXP-01X3 BH8563F BH JG856078 FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 51
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BH8563F-EOB-02X3 BH8563F BH SMT9806 FLEX DECODER FAB3
- -------------------------------------------------------------------------------------------
BH8563F-EOB-03X3 BH8563F BH SMT9807 FLEX DECODER FAB3
- -------------------------------------------------------------------------------------------
BH0623E-00XX BH8623E BH BH8623E-- FAB3
- -------------------------------------------------------------------------------------------
BH8653E-ETF-16XX BH8653E BH STL7060 TSS [Korean] SS MODEM FAB3
- -------------------------------------------------------------------------------------------
BI1453X-EAB-01XX BI1453X BI KS1453 DATA PROCESSOR FOR DVDP FAB4
- -------------------------------------------------------------------------------------------
BI1461X-EXP-01X3 BI1461X BI KS1461 DVD ROM 2X RF AMP FAB2
- -------------------------------------------------------------------------------------------
BI1471X-EXP-01X3 BI1471X BI KS1471 DVD ROM 4X RF AMP FAB2
- -------------------------------------------------------------------------------------------
BI1473H-EXP-01X3 BI1473H BI KS1473 4X DVD-ROM OSP FAB4
- -------------------------------------------------------------------------------------------
BI1474H-EXP-01X3 BI1474H BI KS1474 4X DVD-ROM DATA RECOVERY FAB4
- -------------------------------------------------------------------------------------------
BI147SX-ECC-01XX BI1476X BI KS1476 4X DVD-ROM [Korean] ATAPI DECODER FAB3
- -------------------------------------------------------------------------------------------
BI2250A-AHC-01XX BI2250A BI KA2250 VOLUME CONTROL FAB2
- -------------------------------------------------------------------------------------------
BI9245D-EXF-02XX BI9245D BI IML1102B 32X CD-ROM ATAPI DECODER FAB3
- -------------------------------------------------------------------------------------------
BI92450-EXF-01XX BI9245D BI KS9245 32X CD-ROM ATAPI DECODER FAB3
- -------------------------------------------------------------------------------------------
BI9284D-EWD-01XX BI9284D BI KS9284 DSP FOR VCD WITH 4 ECC FAB3
- -------------------------------------------------------------------------------------------
BI9286E-EWD-01XX BI9286E BI KS9286 3 [Korean] CDP FAB3
- -------------------------------------------------------------------------------------------
BI9286E-EWD-03XX BI9286E BI KS9286-A CDP [Korean] DSP FAB3
- -------------------------------------------------------------------------------------------
BI9286E-EWD-02XX BI9286E BI KS9286-L DIGITAL SIG. PRO. FOR CDP FAB3
- -------------------------------------------------------------------------------------------
BI9286F-EWD-01XX BI9286F BI KS92868 3 [Korean] CDP DSP FAB3
- -------------------------------------------------------------------------------------------
BI9286F-EWD-01XX BI9286F BI KS9286B-AW DIGITAL SIG. PRO. FOR 3RD CDP FAB3
- -------------------------------------------------------------------------------------------
BI9287X-EWD-01XX BI9287X BI KS9287 VCD [Korean] DSP IC FAB3
- -------------------------------------------------------------------------------------------
BI9820X-ERA-02XX BI9820X BI KS9820-02 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-03XX BI9820X BI KS9820-03 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-04XX BI9820X BI KS9820-04 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-05XX BI9820X BI KS9820-05 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-06XX BI9820X BI KS9820-06 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-07XX BI9820X BI KS9820-07 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-08XX BI9820X BI KS9820-08 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-10XX BI9820X BI KS9820-10 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-11XX BI9820X BI KS9820-11 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-13XX BI9820X BI KS9820-13 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-14XX BI9820X BI KS9820-14 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9820X-ERA-15XX BI9820X BI KS9820-15 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BI9920X-ERA-16XX BI9820X BI KS9820-16 LOGIC DECK CONTROLLER FAB2
- -------------------------------------------------------------------------------------------
BJ0921D-01X2 BJ0921D BJ KS25C9201 MCARD FAB3
- -------------------------------------------------------------------------------------------
BJ0921D-01XX BJ0921D BJ KS25C9201 MCARD FAB3
- -------------------------------------------------------------------------------------------
BJ0921D-ACC-01XX BI0921D BI KS25C9201 MCARD FAB3
- -------------------------------------------------------------------------------------------
BJ0921D-UCN-01X2 BJ0921D BJ KS25C9201 MCARD FAB3
- -------------------------------------------------------------------------------------------
BJ0921D-UCK-01XX BJ0921D BJ KS25C9201-01D MCARD FAB3
- -------------------------------------------------------------------------------------------
BJ1500X-AVB-02XX BJ1500X BJ KS51500-02 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1600X-AVB-04XX BJ1600X BJ KS51600-04 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1600X-AVB-23XX BJ1600X BJ KS51600-23 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1600X-AVB-28XX BJ1600X BJ KS51600-28 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1600X-AVB-51XX BJ1600X BJ KS51600-51 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1600X-AVB-58XX BJ1600X BJ KS51600-58 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1600X-AVB-59XX BJ1600X BJ KS51600-59 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1600X-AVB-60XX BJ1600X BJ KS51600-60 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1700X-AKA-04XX BJ1700X BJ KS51700-04 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1700X-AKA-20XX BJ1700X BJ KS51700-20 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1700X-BKA-26XX BJ1700X BJ KS51700-26 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1700X-BKA-34XX BJ1700X BJ KS51700-34 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1700X-AKA-41XX BJ1700X BJ KS51700-41 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1700X-BKA-43XX BJ1700X BJ KS51700-43 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-00XX BJ1800A BJ KS51810-00A 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-02XX BJ1800A BJ KS51810-02 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-02XX BJ1800A BJ KS51810-02TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-05XX BJ1800A BJ KS51810-05 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-05XX BJ1800A BJ KS51810-05TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-19XX BJ1800A BJ KS51810-19 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-26XX BJ1800A BJ KSB1810-26 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-AMQ-37XX BJ1800A BJ KS51810-37 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-40XX BJ1800A BJ KS51810-40 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-46XX BJ1800A BJ KS51810-46 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-47XX BJ1800A BJ KS51810-47 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-48XX BJ1800A BJ KS51810-48 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-49XX BJ1800A BJ KS51810-49 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1000A-BMA-50XX BJ1800A BJ KS51810-50 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-52XX BJ1800A BJ KS51810-52 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-54XX BJ1800A BJ KS51810-54 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 52
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-55XX BJ1800A BJ KS51810-55 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-AMQ-56XX BJ1800A BJ KS51810-56 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-58XX BJ1800A BJ KS51810-58 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-59XX BJ1800A BJ KS51810-59 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-60XX BJ1800A BJ KS51810-60 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-62XX BJ1800A BJ KS51810-62 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-63XX BJ1800A BJ KS51810-63 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-64XX BJ1800A BJ KS51810-64 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-65XX BJ1800A BJ KS51815-65 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-71XX BJ1800A BJ KS51810-71 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-72XX BJ1800A BJ KS51810-72 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-73XX BJ1800A BJ KS51810-73 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-75XX BJ1800A BJ KS51810-75 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-76XX BJ1800A BJ KS51810-76 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-77XX BJ1800A BJ KS51810-77 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-78XX BJ1800A BJ KS51810-78 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-79XX BJ1800A BJ KS51810-79 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-79XX BJ1800A BJ KS51810-79TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-80XX BJ1800A BJ KS51810-80 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-82XX BJ1800A BJ KS51810-82 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-83XX BJ1800A BJ KS51810-83 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-84XX BJ1800A BJ KS51810-84 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-85XX BJ1800A BJ KS51810-85 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-86XX BJ1800A BJ KS51810-86 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-87XX BJ1800A BJ KS51810-57 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-89XX BJ1800A BJ KS51810-89 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-91XX BJ1800A BJ KS51810-91 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-92XX BJ1800A BJ KS51810-92 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-93XX BJ1800A BJ KS51810-93 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-94XX BJ1800A BJ KS51810-94 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-95XX BJ1800A BJ KS51810-95 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-95XX BJ1800A BJ KS51810-95 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-96XX BJ1800A BJ KS51810-96 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-97XX BJ1800A BJ KS51810-97 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-98XX BJ1800A BJ KS51810-98 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-99XX BJ1800A BJ KS51810-99 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-18XX BJ1800A BJ KS51810D-18 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-37XX BJ1800A BJ KS51810D-37 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-45XX BJ1800A BJ KS51810D-45 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-56XX BJ1800A BJ KS51810D-56 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-88XX BJ1800A BJ KS51810D-88 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-Z0XX BJ1800A BJ KS51810-Z0-MA 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800A-BMA-Z1XX BJ1800A BJ KS518I0-Z1-MA 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-02XX BJ1800X BJ KS51800-02 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-04XX BJ1800X BJ KS51800-04 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-05XX BJ1800X BJ KS51800-05 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-07XX BJ1800X BJ KS51800-07 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-08XX BJ1800X BJ KS51800-08 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-13XX BJ1800X BJ KS51800-13 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-15XX BJ1800X BJ KS51800-15 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-16XX BJ1800X BJ KS51800-16 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-19XX BJ1800X BJ KS51800-19 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-24XX BJ1800X BJ KS51800-24 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-28XX BJ1800X BJ KS51800-28 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-39XX BJ1800X BJ KS51800-39 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-41XX BJ1800X BJ KS51800-41 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1800X-BMA-18XX BJ1800X BJ KS51800D-18 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-01XX BJ1830X BJ KS51830-01 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-03XX BJ1830X BJ KS51830-03 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-06XX BJ1830X BJ KS51830-06 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-06XX BJ1830X BJ KS51830-06TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-AKA-08XX BJ1830X BJ KS51830-08 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-11XX BJ1830X BJ KS51830-11 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-12XX BJ1830X BJ KS51830-12 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-13XX BJ1830X BJ KS51830-13 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-13XX BJ1830X BJ KS51830-13TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-14XX BJ1830X BJ KS51830-14 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-15XX BJ1830X BJ KS51830-15 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 53
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ1830X-AKA-16XX BJ1830X BJ KS51830-16 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-17XX BJ1830X BJ KS51830-17 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-AKA-18XX BJ1830X BJ KS51830-18 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-19XX BJ1830X BJ KS51830-19 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-20XX BJ1830X BJ KS51830-20 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-21XX BJ1830X BJ KS51830-21 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-22XX BJ1830X BJ KS51830-22 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-22XX BJ1830X BJ KS51830-22TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-23XX BJ1830X BJ KS51830-23 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-23XX BJ1830X BJ KS51830-23TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-24XX BJ1830X BJ KS51830-24 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-24XX BJ1830X BJ KS51830-24TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-25XX BJ1830X BJ KS51830-25 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-25XX BJ1830X BJ KS51830-25TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-27XX BJ1830X BJ KS51830-27 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-27XX BJ1830X BJ KS51830-27TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-AKA-28XX BJ1830X BJ KS51830-28 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-29XX BJ1830X BJ KS51830-29 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-30XX BJ1830X BJ KS51830-30 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-31XX BJ1830X BJ KS51830-31 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-32XX BJ1830X BJ KS51830-32 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-33XX BJ1830X BJ KS51830-33 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-33XX BJ1830X BJ KS51830-33TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-34XX BJ1830X BJ KS51830-34 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-34XX BJ1830X BJ KS51830-34TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-35XX BJ1830X BJ KS51830-35 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-35XX BJ1830X BJ KS51830-35TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-36XX BJ1830X BJ KS51830-36 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-AKA-37XX BJ1830X BJ KS51830-37 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-38XX BJ1830X BJ KS51830-38 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-38XX BJ1830X BJ KS51830-38TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-39XX BJ1830X BJ KS51830-39 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-40XX BJ1830X BJ KS51830-40 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-40XX BJ1830X BJ KS51830-40TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-41XX BJ1830X BJ KS51830-41 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-42XX BJ1830X BJ KS51830-42 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-43XX BJ1830X BJ KS51830-43 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-44XX BJ1830X BJ KS51830-44 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-45XX BJ1830X BJ KS51830-45 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-46XX BJ1830X BJ KS51830-46 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-46XX BJ1830X BJ KS51830-46TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-47XX BJ1830X BJ KS51830-47 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-48XX BJ1830X BJ KS51830-48 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMX-49XX BJ1830X BJ KS51830-49 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-AKA-50XX BJ1830X BJ KS51830-50 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-51XX BJ1830X BJ KS51830-51 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-52XX BJ1830X BJ KS51830-52 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-52XX BJ1830X BJ KS51830-52TF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BKA-53XX BJ1830X BJ KS51830-53 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1830X-BMA-54XX BJ1830X BJ KS51830-54 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1840D-00XX BJ1840D BJ KS51840-00D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-01XX BJ1840D BJ KS51840-01 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-01XX BJ1840D BJ KS51840-01 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-01XX BJ1840D BJ KS51840-01 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMC-01XX BJ1840D BJ KS51840-01 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-02XX BJ1840D BJ KS51840-02 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-03XX BJ1840D BJ KS51840-03 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-03XX BJ1840D BJ KS51840-03 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-03XX BJ1840D BJ KS51840-03 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMC-03XX BJ1840D BJ KS51840-03 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-07XX BJ1840D BJ KS51840-07 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-08XX BJ1840D BJ KS51840-08 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-10XX BJ1840D BJ KS51840-10DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-11XX BJ1840D BJ KS51840-11D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-12XX BJ1840D BJ KS51840-12D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-15XX BJ1840D BJ KS51840-15D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-16XX BJ1840D BJ KS51840-16D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-17XX BJ1840D BJ KS51840-17D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 54
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-18XX BJ1840D BJ KS51840-18D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-19XX BJ1840D BJ KS51840-19D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-20XX BJ1840D BJ KS51840-20D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-21XX BJ1840D BJ KS51840-21D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-22XX BJ1840D BJ KS51840-22D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-23XX BJ1840D BJ KS51840-23D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-24XX BJ1840D BJ KS51840-24D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-25XX BJ1840D BJ KS51840-25D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-25XX BJ1840D BJ KS51840-25DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-26XX BJ1840D BJ KS51840-26D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-27XX BJ1840D BJ KS51840-27D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-27XX BJ1840D BJ KS51840-27DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-28XX BJ1840D BJ KS51840-28D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-28XX BJ1840D BJ KS51840-28DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-29XX BJ1840D BJ KS51840-29D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-30XX BJ1840D BJ KS51840-30D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-31XX BJ1840D BJ KS51840-31D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-32XX BJ1840D BJ KS51840-32D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-33XX BJ1840D BJ KS51840-33D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-35XX BJ1840D BJ KS51840-35D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-36XX BJ1840D BJ KS51840-36D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-37XX BJ1840D BJ KS51840-37D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-37XX BJ1840D BJ KS51840-37DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-38XX BJ1840D BJ KS51840-38D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-38XX BJ1840D BJ KS51840-38DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-39XX BJ1840D BJ KS51840-39D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-40XX BJ1840D BJ KS51840-40D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-41XX BJ1840D BJ KS51840-41D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-42XX BJ1840D BJ KS51840-42D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-43XX BJ1840D BJ KS51840-43D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-44XX BJ1840D BJ KS51840-44D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-45XX BJ1840D BJ KS51840-45D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-46XX BJ1840D BJ KS51840-46D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-47XX BJ1840D BJ KS51840-47D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-48XX BJ1840D BJ KS51840-48D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-49XX BJ1840D BJ KS51840-49D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-50XX BJ1840D BJ KS51840-50D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-51XX BJ1840D BJ KS51840-51D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-51XX BJ1840D BJ KS51840-51DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-52XX BJ1840D BJ KS51840-52D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-53XX BJ1840D BJ KS51840-53D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-54XX BJ1840D BJ KS51840-54D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-55XX BJ1840D BJ KS51840-55D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-56XX BJ1840D BJ KS51840-56D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-56XX BJ1840D BJ KS51840-56DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-57XX BJ1840D BJ KS51840-57D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-58XX BJ1840D BJ KS51840-58D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-59XX BJ1840D BJ KS51840-59D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-60XX BJ1840D BJ KS51840-60DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-61XX BJ1840D BJ KS51840-61D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-61XX BJ1840D BJ KS51840-61DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-62XX BJ1840D BJ KS51840-62D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-62XX BJ1840D BJ KS51840-62DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-63XX BJ1840D BJ KS51840-63D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-64XX BJ1840D BJ KS51840-64D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-65XX BJ1840D BJ KS51840-65D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-66XX BJ1840D BJ KS51840-66D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-67XX BJ1840D BJ KS51840-67D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-68XX BJ1840D BJ KS51840-68D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-69XX BJ1840D BJ KS51840-69D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-70XX BJ1840D BJ KS51840-70D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-71XX BJ1840D BJ KS51840-71D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-72XX BJ1840D BJ KS51840-72D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-72XX BJ1840D BJ KS51840-72DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-73XX BJ1840D BJ KS51840-73D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-74XX BJ1840D BJ KS51840-74D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-76XX BJ1840D BJ KS51840-76D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-78XX BJ1840D BJ KS51840-78D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 55
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ1840D-BKF-80XX BJ1840D BJ KS51840-80D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-80XX BJ1840D BJ KS51840-80DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-81XX BJ1840D BJ KS51840-81D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-81XX BJ1840D BJ KS51840-81DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-82XX BJ1840D BJ KS51840-82D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-83XX BJ1840D BJ KS51840-83D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-84XX BJ1840D BJ KS51840-84D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-85XX BJ1840D BJ KS51840-85D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-86XX BJ1840D BJ KS51840-86D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-87XX BJ1840D BJ KS51840-87D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-88XX BJ1840D BJ KS51840-88D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-89XX BJ1840D BJ KS51840-89D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-90XX BJ1840D BJ KS51840-90D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-90XX BJ1840D BJ KS51840-90DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-91XX BJ1840D BJ KS51840-91D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-91XX BJ1840D BJ KS51840-91DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-92XX BJ1840D BJ KS51840-92D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-93XX BJ1840D BJ KS51840-93D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-94XX BJ1840D BJ KS51840-94D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-95XX BJ1840D BJ KS51840-95D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-96XX BJ1840D BJ KS51840-96D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-97XX BJ1840D BJ KS51840-97D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-98XX BJ1840D BJ KS51840-98D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-99XX BJ1840D BJ KS51840-99D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-99XX BJ1840D BJ KS51840799DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-A0XX BJ1840D BJ KS51840-A0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-A2XX BJ1840D BJ KS51840-A2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-A3XX BJ1840D BJ KS51840-A3D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-A4XX BJ1840D BJ KS51840-A4D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-A5XX BJ1840D BJ KS51840-A5D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-A5XX BJ1840D BJ KS51840-A5DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-A6XX BJ1840D BJ KS51840-A6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-A7XX BJ1840D BJ KS51840-A7DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-A8XX BJ1840D BJ KS51840-ABD 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-A9XX BJ1840D BJ KS51840-A9D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-B0XX BJ1840D BJ KS51840-B0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-B1XX BJ1840D BJ KS51840-B1D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-B1XX BJ1840D BJ KS51840-B1DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-B2XX BJ1840D BJ KS51840-B2DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-B3XX BJ1840D BJ KS51840-B3DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-B4XX BJ1840D BJ KS51840-B4D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-B6XX BJ1840D BJ KS51840-B6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-B7XX BJ1840D BJ KS51840-B7D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-B9XX BJ1840D BJ KS51840-B9D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-C0XX BJ1840D BJ KS51840-C0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-C1XX BJ1840D BJ KS51840-C1D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-C2XX BJ1840D BJ KS51840-C2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-C3XX BJ1840D BJ KS51840-C3D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-C4XX BJ1840D BJ KS51840-C4D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-C5XX BJ1840D BJ KS51840-C5D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-C6XX BJ1840D BJ KS51840-C6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-C7XX BJ1840D BJ KS51840-C7D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-C9XX BJ1840D BJ KS51840-C9D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-D0XX BJ1840D BJ KS51840-D0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-13MA-DIXX BJ1840D BJ KS51840-D1D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-D2XX BJ1840D BJ KS51840-D2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-D3XX BJ1840D BJ KS51840-D3D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-D3XX BJ1840D BJ KS51840-D3DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-D4XX BJ1840D BJ KS51840-D4DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-D5XX BJ1840D BJ KS51840-D5DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-D6XX BJ1840D BJ KS51840-D6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-D7XX BJ1840D BJ KS51840-D7D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-D8XX BJ1840D BJ KS51840-D8D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-D9XX BJ1840D BJ KS51840-D9D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-E0XX BJ1840D BJ KS51840-E0DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-E1XX BJ1840D BJ KS51840-E1DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-F1XX BJ1840D BJ KS51840-F1DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-F2XX BJ1840D BJ KS51840-F2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 56
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ1840D-BKF-F3XX BJ1840D BJ KS51840-F3DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-F4XX BJ1840D BJ KS51840-F4DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-Z0XX BJ1840D BJ KS51840SS-Z0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-Z0XX BJ1840D BJ KS51840S-Z0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-Z0XX BJ1840D BJ KS51840S-Z0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMA-Z0XX BJ1840D BJ KS51840S-Z0DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-AKA-Z0XX BJ1840D BJ KS51840-Z0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-ZIXX BJ1840D BJ KS51840-Z1-MA 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKA-Z2XX BJ1840D BJ KS51840-Z2-MA 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BMC-Z3XX BJ1840D BJ KS51840-Z3-MA 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-01XX BJ1840D BJ KS51850-01D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-02XX BJ1840D BJ KS51850-020 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-06XX BJ1840D BJ KS51850-06D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1840D-BKF-07XX BJ1840D BJ KS51850-07D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-01XX BJ1850D BJ KS51850-01D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-01XX BJ1850D BJ KS51850-01D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-01XX BJ1850D BJ KS51850-01D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-02XX BJ1850D BJ KS51850-02D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-02XX BJ1850D BJ KS51850-02D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-02XX BJ1850D BJ KS51850-02D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-06XX BJ1850D BJ KS51850-06D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-07XX BJ1850D BJ KS51850-07D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-11XX BJ1850D BJ KS51850-11D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-GMA-11XX BJ1850D BJ KS51850-11DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-12XX BJ1850D BJ KS51850-12D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-12XX BJ1850D BJ KS51850-12DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-14XX BJ1850D BJ KS51850-14DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-15XX BJ1850D BJ KS51850-15DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-16XX BJ1850D BJ KS51850-16DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-17XX BJ1850D BJ KS51850-17DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-17XX BJ1850D BJ KS51850-17DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-18XX BJ1850D BJ KS51850-18D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-19XX BJ1850D BJ KS51850-19DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-19XX BJ1850D BJ KS51850-19DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-20XX BJ1850D BJ KS51850-20D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-21XX BJ1850D BJ KS51850-21DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-22XX BJ1850D BJ KS51850-22DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-24XX BJ1850D BJ KS51850-24DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-26XX BJ1850D BJ KS51850-26DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-28XX BJ1850D BJ KS51850-28DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-30XX BJ1850D BJ KS51850-30D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-32XX BJ1850D BJ KS51850-32D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-A6XX BJ1850D BJ KS51850-A6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-A7XX BJ1850D BJ KS51850-A7D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-A8XX BJ1850D BJ KS51850-A8DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-A9XX BJ1850D BJ KS51850-A9DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-B0XX BJ1850D BJ KS51850-B0DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-B1XX BJ1850D BJ KS51850-B1D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-B2XX BJ1850D BJ KS51850-B2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-B2XX BJ1850D BJ KS51850-B2DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-B3XX BJ1850D BJ KS51850-B3D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-B3XX BJ1850D BJ KS51850-B3DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-AKA-B4XX BJ1850D BJ KS51850-B4D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-B5XX BJ1850D BJ KS51850-B5D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-B6XX BJ1850D BJ KS51850-B6DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-B7XX BJ1850D BJ KS51850-B7DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-B8XX BJ1850D BJ KS51850-B8DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-B8XX BJ1850D BJ KS51850-B8DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-B9XX BJ1850D BJ KS51850-B9DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-B9XX BJ1850D BJ KS51850-B9DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-CIXX BJ1850D BJ KS51850-C1DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-C2XX BJ1850D BJ KS51850-C2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-8KA-C3XX BJ1850D BJ KS51850-C3DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-C4XX BJ1850D BJ KS51850-C4DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-C4XX BJ1850D BJ KS51850-C4DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-C5XX BJ1850D BJ KS51850-C5DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-C5XX BJ1850D BJ KS51850-C5DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-C6XX BJ1850D BJ KS51850-C6DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 57
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ1850D-BKA-C7XX BJ1850D BJ KS51850-C7D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-C8XX BJ1850D BJ KS51850-C8DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-C8XX BJ1850D BJ KS51850-C8DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-C9XX BJ1850D BJ KS51850-C9DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-D0XX BJ1850D BJ KS51850-D0DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-D2XX BJ1850D BJ KS51850-D2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-D4XX BJ1850D BJ KS51850-D4DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-D4XX BJ1850D BJ KS51850-D4DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-D5XX BJ1850D BJ KS51850-D5D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-D6XX BJ1850D BJ KS51850-D6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-D6XX BJ1850D BJ KS51850-D6DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-D7XX BJ1850D BJ KS51850-D7DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-D7XX BJ1850D BJ KS51850-D7DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-D8XX BJ1850D BJ KS51850-D8DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-D9XX BJ1850D BJ KS51850-D9DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-D9XX BJ1850D BJ KS51850-D9DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-AKA-E0XX BJ1850D BJ KS51850-EOD 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-E1XX BJ1850D BJ KS51850-E1DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-E1XX BJ1850D BJ KS51850-ElDSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-E2XX BJ1850D BJ KS51850-E2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-E3XX BJ1850D BJ KS51850-E3DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-E3XX BJ1850D BJ KS51850-E3DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-E4XX BJ1850D BJ KS51850-E4DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-E5XX BJ1850D BJ KS51850-E5DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-E5XX BJ1850D BJ KS51850-E5DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-E6XX BJ1850D BJ KS51850-E6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-E6XX BJ1850D BJ KS51850-E6DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-E7XX BJ1850D BJ KS51850-E7D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-F2XX BJ1850D BJ KS51850-F2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-F3XX BJ1850D BJ KS51850-F3DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-AKA-F4XX BJ1850D BJ KS51850-F4D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-F5XX BJ1850D BJ KS51850-F5D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-F7XX BJ1850D BJ KS51850-F7DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-F7XX BJ1850D BJ KS51850-F7DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-F8XX BJ1850D BJ KS51850-F8D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMA-F8XX BJ1850D BJ KS51850-F8DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-F9XX BJ1850D BJ KS51850-F9DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-F9XX BJ1850D BJ KS51850-F9DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-G0XX BJ1850D BJ KS51850-G0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-G6XX BJ1830D BJ KS51850-G6DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-G6XX BJ1850D BJ KS51850-G6DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-G7XX BJ1850D BJ KS51850-G7DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-G8XX BJ1850D BJ KS51850-G8DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-G8XX BJ1850D BJ KS51850-G8DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-G9XX BJ1850D BJ KS51850-G9D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-H0XX BJ1850D BJ KS51850-HOD 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-H0XX BJ1850D BJ KS51850-H0DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-H1XX BJ1850D BJ KS51850-H1DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-H1XX BJ1850D BJ KS51850-H1DSTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-H2XX BJ1850D BJ KS51850-H2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-H3XX BJ1850D BJ KS51850-H3DS 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-H8XX BJ1850D BJ KS51850-H8D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-H8XX BJ1850D BJ KS51850-H8DTF 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-H9XX BJ1850D BJ KS51850-H9D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-J0XX BJ1850D BJ KS51850-J0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-AKA-J1XX BJ1850D BJ KS51850-J1D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-D2XX BJ1850D BJ KS51850P-D2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BMC-Z0XX BJ1850D BJ KS51850S24-Z0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKF-Z0XX BJ1850D BJ KS51850SS-Z0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-BKA-Z0XX BJ1850D BJ KS51850S-Z0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1850D-AKA-Z0XX BJ1850D BJ KS51850-Z0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ1900A-00XX BJ1900A BJ KS51900-00A 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-01XX BJ1900A BJ KS51900-01 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-03XX BJ1900A BJ KS51900-03 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-05XX BJ1900A BJ KS51900-05 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-05XX BJ1900A BJ KS51900-05-PT 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-06XX BJ1900A BJ KS51900-06 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-07XX BJ1900A BJ KS51900-07 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 58
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ1900A-AKA-08XX BJ1900A BJ KS51900-08 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-09XX BJ1900A BJ KS51900-09 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-14XX BJ1900A BJ KS51900-14 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-15XX BJ1900A BJ KS51900-15 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-16XX BJ1900A BJ KS51900-16 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-22XX BJ1900A BJ KS51900-22 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-24XX BJ1900A BJ KS51900-24 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-29XX BJ1900A BJ KS51900-29 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-30XX BJ1900A BJ KS5T900-30 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-34XX BJ1900A BJ KS51900-34 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-37XX BJ1900A BJ KS51900-37 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-38XX BJ1900A BJ KS51900-38 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-39XX BJ1900A BJ KS51900-39 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-40XX BJ1900A BJ KS51900-40 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-41XX BJ1900A BJ KS51900-41 4BIT-MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-43XX BJ1900A BJ KS51900-43 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-45XX BJ1900A BJ KS51900-45 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-47XX BJ1900A BJ KS51900-47 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-48XX BJ1900A BJ KS51900-48 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-54XX BJ1900A BJ KS51900-54 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-55XX BJ1900A BJ KS51900-55 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-62XX BJ1900A BJ KS51900-62 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-63XX BJ1900A BJ KS51900-63 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-64XX BJ1900A BJ KS51900-64 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-67XX BJ1900A BJ KS51900-67 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-68XX BJ1900A BJ KS51900-68 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-75XX BJ1900A BJ KS51900-75 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-77XX BJ1900A BJ KS51900-77 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-78XX BJ1900A BJ KS51900-78 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-79XX BJ1900A BJ KS51900-79 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-80XX BJ1900A BJ KS51900-80 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-97XX BJ1900A BJ KS51900-87 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-92XX BJ1900A BJ KS51900-92 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-93XX BJ1900A BJ KS51900-93 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-94XX BJ1900A BJ KS51900-94 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-97XX BJ1900A BJ KS51900-97 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-98XX BJ1900A BJ KS51900-98 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-99XX BJ1900A BJ KS51900-99 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-A0XX BJ1900A BJ KS51900-A0 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-17XX BJ1900A BJ KS51900D-17 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-22XX BJ1900A BJ KS51900D-22 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-52XX BJ1900A BJ KS5190OD-52 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-BKA-Z0XX BJ1900A BJ KS51900-ZO-MA 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ1900A-AKA-Z1XX BJ1900A BJ KS51900-ZI-MA 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ5232A-ETA-10XX BJ5232A BJ KS55C232-10 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ5232A-ETF-10XX BJ5232A BJ KS55C232-10 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ5370A-APA-17XX BJ5370A BJ KS55C370-17 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ5370A-APA-22XX BJ5370A BJ KS55C370-22 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ5370A-APA-35XX BJ5370A BJ KS55C370-35 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ5370A-APF-10XX BJ5370A BJ KS55C370B-10 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ5370A-APF-38XX BJ5370A BJ KS55C370B-38 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6050X-EXF-01XX BJ6050X BJ KS56E050-01 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6060X-ATB-03XX BJ6060X BJ KS56C1660-03 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6060X-ATB-04XX BJ6060X BJ KS56C1660-04 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6060X-ATB-12XX BJ6060X BJ KS56C1660-12 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-00XX BJ6220A BJ KS56C220-00A 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-01XX BJ6220A BJ KS56C220-01 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-04XX BJ6220A BJ KS56C220-04 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-19XX BJ6220A BJ KS56C220-19 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-37XX BJ6220A BJ KS56C220-37 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-37XX BJ6220A BJ KS56C220-37 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-55XX BJ6220A BJ KS56C220-55 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-57XX BJ6220A BJ KS56C220-57 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-63XX BJ6220A BJ KS56C220-63 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-71XX BJ6220A BJ KS56C220-71 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-71XX BJ6220A BJ KS56C220-71 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-74XX BJ6220A BJ KS56C220-74 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-80XX BJ6220A BJ KS56C220-80 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 59
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6220A-ETF-80XX BJ6220A BJ KS56C220-80 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
ELJ6220A-ETF-88XX BJ6220A BJ KS56C220-88 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-92XX BJ6220A BJ KS56C220-92 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-A1XX BJ6220A BJ KS56C220-Al 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-AQD-A7XX BJ6220A BJ KS56C220-A7 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-A8XX BJ6220A BJ KS56C220-A8 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-AJXX BJ6220A BJ KS56C220-AJ 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-BCXX B16220A BJ KS56C220-BC 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-BKXX BJ6220A BJ KS56C220-BK 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-BPXX BJ6220A BJ KS56C220-BP 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-BSXX BJ6220A BJ KS56C220-BS 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-BUXX BJ6220A BJ KS56C220-BU 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-BYXX BJ6220A BJ KS56C220-BY 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-C5XX BJ6220A BJ KS56C220-C5 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-C5XX BJ6220A BJ KS56C220-C5 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-C6XX BJ6220A BJ KS56C220-C6 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-C6XX BJ6220A BJ KS56C220-C6 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-CBXX BJ6220A BJ KS56C220-CB 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-D0XX BJ6220A BJ KS56C220-D0 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-D0XX BJ6220A BJ KS56C220-D0 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-D2XX BJ6220A BJ KS56C220-D2 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-D3XX BJ6220A BJ KS56C220-D3 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-D3XX BJ6220A BJ KS56C220-D3 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-D5XX BJ6220A BJ KS56C220-D5 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-D5XX BJ6220A BJ KS56C220-D5 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-DEXX BJ6220A BJ KS56C220-DE 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-DGXX BJ6220A BJ KS56C220-DG 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-DNXX BJ6220A BJ KS56C220-DN 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-DPXX BJ6220A BJ KS56C220-DP 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-DSXX BJ6220A BJ KS56C220-DS 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-DZXX BJ6220A BJ KS56C220-DZ 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-EAXX BJ6220A BJ KS56C220-EA 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-EDXX BJ6220A BJ KS56C220-ED 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-EJXX BJ6220A BJ KS56C220-EJ 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-ESXX BJ6220A BJ KS56C220-ES 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-EVXX BJ6220A BJ KS56C220-EV 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-EYXX BJ6220A BJ KS56C220-EY 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-F2XX BJ6220A BJ KS56C220-F2 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-F2XX BJ6220A BJ KS56C220-F2 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-F4XX BJ6220A BJ KS56C220-F4 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-F4XX BJ6220A BJ KS56C220-F4 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-F8XX BJ6220A BJ KS56C220-F8 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-F9XX BJ6220A BJ KS56C220-F9 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-F8XX BJ6220A BJ KS56C220-FB 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-FHXX BJ6220A BJ KS56C220-FH 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-FJXX BJ6220A BJ KS56C220-FJ 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-GFXX BJ6220A BJ KS56C220-GF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-GKXX BJ6220A BJ KS56C220-GK 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-G0XX BJ6220A BJ KS56C220-GO 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-GPXX BJ6220A BJ KS56C220-GP 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-GQXX BJ6220A BJ KS56C220-GQ 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-GTXX BJ6220A BJ KS56C220-GT 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-GYXX BJ6220A BJ KS56C220-GY 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-HJXX BJ6220A BJ KS56C220-HJ 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-12XX BJ6220A BJ KS56C220-12 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-12XX BJ6220A BJ KS56C220-12 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-15XX BJ6220A BJ KS56C220-15 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-15XX BJ6220A BJ KS56C220-15 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-16XX BJ6220A BJ KS56C220-16 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-17XX BJ6220A BJ KS56C220-17 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-17XX BJ6220A BJ KS56C220-17 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-JIXX BJ6220A BJ KS56C220-J1 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-JIXX BJ6220A BJ KS56C220-J1 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-J5XX BJ6220A BJ KS56C220-J5 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-JCXX BJ6220A BJ KS56C220-JC 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-JHXX BJ6220A BJ KS56C220-JH 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-KGXX BJ6220A BJ KS56C220-KG 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-KWXX BJ6220A BJ KS56C220-KW 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 60
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6220A-ETA-L0XX BJ6220A BJ KS56C220-L0 4BIT ICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-L0XX BJ6220A BJ KS56C220-L0 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-L1XX BJ6220A BJ KS56C220-L1 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-L1XX BJ6220A BJ KS56C220-L1 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-LAXX BJ6220A BJ KS56C220-LA 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-LDXX BJ6220A BJ KS56C220-LD 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-LGXX BJ6220A BJ KS56C220-LG 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-LPXX BJ6220A BJ KS56C220-LP 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-M3XX BJ6220A BJ KS56C220-M3 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-P5XX BJ6220A BJ KS56C220-P5 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-P5XX BJ6220A BJ KS56C220-P5 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-Q2XX BJ6220A BJ KS56C220-Q2 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-Q2XX BJ6220A BJ KS56C220-Q2 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-QCXX BJ6220A BJ KS56C220-QC 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-QHXX BJ6220A BJ KS56C220-QH 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-Z0XX BJ6220A BJ KS56C2200-Z0 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-R0XX BJ6220A BJ KS56C220-R0 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-RNXX BJ6220A BJ KS56C220-RN 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-RPXX BJ6220A BJ KS56C220-RP 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-RVXX BJ6220A BJ KS56C220-RV 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-S1XX BJ6220A BJ KS56C220-S1 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETC-S3XX BJ6220A BJ KS56C220-S3 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-S3XX BJ6220A BJ KS56C220-S3 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-S4XX BJ6220A BJ KS56C220-S4 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-SAXX BJ6220A BJ KS56C220-SA 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-SEXX BJ6220A BJ KS56C220-SE 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-SFXX BJ6220A BJ KS56C220-SF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-SGXX BJ6220A BJ KS56C220-SG 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-SJXX BJ6220A BJ KS56C220-SJ 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-SXXX BJ6220A BJ KS56C220-SX 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-SYXX BJ6220A BJ KS56C220-SY 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ATA-T3XX BJ6220A BJ KS56C220-T3 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-T8XX BJ6220A BJ KS56C220-T8 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-TCXX BJ6220A BJ KS56C220-TC 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-TMXX BJ6220A BJ KS56C220-TM 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-TPXX BJ6220A BJ KS56C220-TP 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-TYXX BJ6220A BJ KS56C220-TY 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-TZXX BJ6220A BJ KS56C220-TZ 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-UBXX BJ6220A BJ KS56C220-UB 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-UPXX BJ6220A BJ KS56C220-UP 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-URXX BJ6220A BJ KS56C220-UR 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-UUXX BJ6220A BJ KS56C220-UU 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-VBXX BJ6220A BJ KS56C220-VB 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-VDXX BJ6220A BJ KS56C220-VD 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-VFXX BJ6220A BJ KS56C220-VF 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-VLXX BJ6220A BJ KS56C220-VL 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-VQXX BJ6220A BJ KS56C220-VQ 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-VRXX BJ6220A BJ KS56C220-VR 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-VSXX BJ6220A BJ KS56C220-VS 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-VVXX BJ6220A BJ KS56C220-VV 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-VWXX BJ6220A BJ KS56C220-VW 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-VYXX BJ6220A BJ KS56C220-VY 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-VYXX BJ6220A BJ KS56C220-VY 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-W4XX BJ6220A BJ KS56C220-W4 4BIT MICOM FBJ2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-W7XX BJ6220A BJ KS56C220-W7 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-X6XX BJ6220A BJ KS56C220-X6 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETA-Z1XX BJ6220A BJ KS56C220-ZI-MA 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-Z5XX BJ6220A BJ KS56C220-Z5 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220A-ETF-Z6XX BJ6220A BJ KS56C220-Z6 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220C-ETF-DZXX BJ6220C BJ KS56C220-DZ 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6220D-ATA-01XX BJ6220C BJ KS56C220-01D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6220X-ETC-04XX BJ6220X BJ R&D R&D FAB2
- -------------------------------------------------------------------------------------------
BJ6221D-00XX BJ6221D BJ KS56C220L-00D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ATA-01XX BJ6221D BJ KS56C220L-01 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-01XX BJ6221D BJ KS56C220L-01D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-86XX BJ6221D BJ KS56C220L-86D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-B3XX BJ6221D BJ KS56C220L B3D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221 O-ETF-B6XX BJ6221D BJ KS56C220L-B6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 61
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6221D-ETF-D1XX BJ6221D BJ KS56C220L-D1D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-D2XX BJ6221D BJ KS56C220L-D2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-DEXX BJ6221D BJ KS56C220L-DED 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-F6XX BJ6221D BJ KS56C220L-F6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-F8XX BJ6221D BJ KS56C220L-F8D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-H0XX BJ6221D BJ KS56C220L-H0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ622ID-ETF-H0XX BJ6221D BJ KS56C220L-H0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-J4XX BJ6221D BJ KS56C220L-J4D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-L0XX BJ6221D BJ KS56C220L-L0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-L2XX BJ6221D BJ KS56C220L-L2D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-L5XX BJ6221D BJ KS56C220L-L5D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-L6XX BJ6221D BJ KS56C220L-L6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-L7XX BJ6221D BJ KS56C220L-L7D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-N6XX BJ6221D BJ KS56C220L-N6D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-G4XP BJ6221D BJ KS56C220LP-G4DCC 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-L3XP BJ6221D BJ KS56C220LP-L3DCC 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-Z0XX BJ6221D BJ KS56C220LQ-Z0D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221D-ETF-Z1XX BJ6221D BJ KS56C220L-Z1-MA 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6221X-00XX BJ6221X BJ KS56C220-00X 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6221X-ETF-02XX BJ6221X BJ KS56C220L-02 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6221 X-CGXP BJ6221X BJ KS56C220LP-CGCC 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-00XX BJ6370X BJ KS56C1270-00X 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-10XX BJ6370X BJ KS56C1270-10 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-11XX BJ6370X BJ KS56C1270-11 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-14XX BJ6370X BJ KS56C1270-14 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-20XX BJ6370X BJ KS56C1270-20 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-21XX BJ6370X BJ KS56C1270-21 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-22XX BJ6370X BJ KS56C1270-22 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-23XX BJ6370X BJ KS56C1270-23 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-24XX BJ6370X BJ KS56C1270-24 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-25XX BJ6370X BJ KS56C1270-25 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-26XX BJ6370X BJ KS56C1270-26 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-27XX BJ6370X BJ KS56C1270-27 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-28XX BJ6370X BJ KS56C1270-28 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ETF-29XX BJ6370X BJ KS56C1270-29 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-30XX BJ6370X BJ KS56CI270-30 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ETF-31XX BJ6370X BJ KS56CI270-31 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ETF-32XX BJ6370X BJ KS56C1270-32 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-33XX BJ6370X BJ KS56CI270-33 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-34XX BJ6370X BJ KS56CI270-34 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-35XX BJ6370X BJ KS56CI270-35 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-36XX BJ6370X BJ KS56C1270-36 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-37XX BJ6370X BJ KS56CI270-37 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ETF-38XX BJ6370X BJ KS56CI270-38 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-39XX BJ6370X BJ KS56CI270-39 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-40XX BJ6370X BJ KS56CI270-40 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-41XX BJ6370X BJ KS56CI270-41 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6370X-ATA-43XX BJ6370X BJ KS56CI270-43 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6400X-AQD-01XX BJ6400X BJ R&D R&D FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-00XX BJ6401A BJ KS56C401-00A 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-02XX BJ6401A BJ KS56C401-02 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-03XX BJ6401A BJ KS56C401-03 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-04XX BJ6401A BJ KS56C401-04 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-08XX BJ6401A BJ KS56C401-08 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-09XX BJ6401A BJ KS56C401-09 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-B0N-10XX BJ6401A BJ KS56C401-10 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-B0N-11XX BJ6401A BJ KS56C401-11 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-14XX BJ6401A BJ KS56C401-14 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-15XX BJ6401A BJ KS56C401-15 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-18XX BJ6401A BJ KS56C401-18 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-24XX BJ6401A BJ KS56C401-24 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-25XX BJ6401A BJ KS56C401-25 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-26XX BJ6401A BJ KS56C401-26 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-27XX BJ6401A BJ KS56C401-27 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-29XX BJ6401A BJ KS56C401-29 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-30XX BJ6401A BJ KS56C401-30 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-33XX BJ6401A BJ KS56C401-33 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-34XX BJ6401A BJ KS56C401-34 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 62
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6401A:-BON-35XX BJ6401A BJ KS56C401-35 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A:-BON-37XX BJ6401A BJ KS56C401-37 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-38XX BJ6401A BJ KS56C401-38 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-41XX BJ6401A BJ KS56C401-41 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-42XX BJ640lA BJ KS56C401-42 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-43XX BJ6401A BJ KS56C401-43 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-44XX BJ6401A BJ KS56C401-44 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-45XX BJ6401A BJ KS56C401-45 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-46XX BJ6401A BJ KS56C401-46 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-47XX BJ6401A BJ KS56C401-47 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-50XX BJ6401A BJ KS56C401-50 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-51XX BJ6401A BJ KS56C401-51 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-52XX BJ6401A BJ KS56C401-52 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-53XX BJ6401A BJ KS56C401-53 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-54XX BJ6401A BJ KS56C401-54 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-55XX BJ6401A BJ KS56C401-55 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-56XX BJ6401A BJ KS56C401-56 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-58XX BJ6401A BJ KS56C401-58 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-59XX BJ6401A BJ KS56C401-59 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-59XX BJ6401A BJ KS56C401-59 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-60XX BJ6401A BJ KS56C401-60 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-61XX BJ6401A BJ KS56C401-61 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-63XX BJ6401A BJ KS56C401-63 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-64XX BJ6401A BJ KS56C401-64 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-65XX BJ6401A BJ KS56C401-65 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-66XX BJ6401A BJ KS56C401-66 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-67XX BJ640lA BJ KS56C401-67 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-68XX BJ6401A BJ KS56C401-68 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-69XX BJ6401A BJ KS56C401-69 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-70XX BJ6401A BJ KS56C401-70 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-71XX BJ6401A BJ KS56C401-71 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-72XX BJ6401A BJ KS56C401-72 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-73XX BJ6401A BJ KS56C401-73 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-74XX BJ6401A BJ KS56C401-74 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-75XX BJ6401A BJ KS56C401-75 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-76XX BJ6401A BJ KS56C401-76 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-77XX BJ6401A BJ KS56C401-77 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-78XX BJ6401A BJ KS56C401-78 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-79XX BJ6401A BJ KS56C401-79 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-80XX BJ6401A BJ KS56C401-80 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401A-BON-Z0XX BJ6401A BJ KS56C401-ZO-MA 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6401D-BON-43XX BJ6401D BJ KS56C401-43D 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6401X-BON-44XX BJ6401X BJ KS56C401-44 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450D-EZE-BJXX BJ6450D BJ KS56C450-BJD 4BIT MICOM FAB3
- -------------------------------------------------------------------------------------------
BJ6450P-AND-01XX BJ6450P BJ KS56P450 KS56P450 FAB2
- -------------------------------------------------------------------------------------------
BJ6450P-AND-02XX BJ6450P BJ KS56P450 KS56P450 FAB2
- -------------------------------------------------------------------------------------------
BJ6450P-AQD-01XX BJ6450P BJ KS56P450N KS56P450N FAB2
- -------------------------------------------------------------------------------------------
BJ645OP-EZE-01XX BJ6450P BJ KS56P450Q KS56P450Q FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-96XX BJ645OX BJ KS56450-96 KS56450-96 FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-00XX BJ645OX BJ KS56C450-00X 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-06XX BJ6450X BJ KS56C450-06 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-07XX BJ6450X BJ KS56C450-07 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-09XX BJ6450X BJ KS56C450-09 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-10XX BJ6450X BJ KS56C450-10 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-12XX BJ6450X BJ KS56C450-12 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AQD-14XX BJ6450X BJ KS56C450-14 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-20XX BJ6450X BJ KS56C450-20 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-21XX BJ6450X BJ KS56C450-21 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-23XX BJ6450X BJ KS56C450-23 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-34XX BJ6450X BJ KS56C450-34 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-38XX BJ645OX BJ KS56C450-38 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AQD-41XX BJ6450X BJ KS56C450-41 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AQD-42XX BJ6450X BJ KS56C450-42 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AQD-43XX BJ6450X BJ KS56C450-43 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-44XX BJ6450X BJ KS56C450-44 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AQD-52XX BJ645OX BJ KS56C450-52 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AND-59XX BJ6450X BJ KS56C450-59 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ6450X-AQD-60XX BJ6450X BJ KS56C450-60 4BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 63
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6450X-AND-61XX BJ6450X BJ KS56C450-61 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-64XX BJ6450X BJ KS56C450-64 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-67XX BJ645OX BJ KS56C450-67 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-69XX BJ6450X BJ KS56C450-69 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-71XX BJ6450X BJ KS56C450-71 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-72XX BJ64SOX BJ KS56C450-72 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-74XX BJ6450X BJ KS56C450-74 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-75XX BJ6450X BJ KS56C450-75 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-76XX BJ6450X BJ KS56C450-76 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-78XX BJ6450X BJ KS56C450-78 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-79XX BJ6450X BJ KS56C450-79 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-80XX BJ645OX BJ KS56C450-80 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-80XX BJ6450X BJ KS56C450-80 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-81XX BJ6450X BJ KS56C450-81 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-82XX BJ6450X BJ KS56C450-82 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-85XX BJ6450X BJ KS56C450-85 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-86XX BJ6450X BJ KS56C450-86 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-87XX BJ645OX BJ KS56C450-87 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-90XX BJ6450X BJ KS56C450-90 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-91XX BJ6450X BJ KS56C450-91 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-92XX BJ6450X BJ KS56C450-92 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-95XX BJ6450X BJ KS56C450-95 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-96XX BJ6450X BJ KS56C450-96 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-97XX BJ6450X BJ KS56C450-97 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-98XX BJ6450X BJ KS56C450-98 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-99XX BJ6450X BJ KS56C450-99 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-A3XX BJ6450X BJ KS56C450-A3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-A4XX BJ645OX BJ KS56C450-A4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-A5XX BJ6450X BJ KS56C450-A5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-A6XX BJ6450X BJ KS56C450-A6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-AAXX BJ6450X BJ KS56C450-AA 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-ABXX BJ6450X BJ KS56C450-AB 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-ACXX BJ6450X BJ KS56C450-AC 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-ADXX BJ6450X BJ KS56C450-AD 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-AEXX BJ6450X BJ KS56C450-AE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-AFXX BJ645OX BJ KS56C450-AF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-AGXX BJ6450X BJ KS56C450-AG 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-AHXX BJ6450X BJ KS56C450-AH 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-BJXX BJ6450X BJ KS56C450-BJ 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-ANO-AKXX BJ645OX BJ KS56C450-AK 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-ALXX BJ6450X BJ KS56C450-AL 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-AMXX BJ6450X BJ KS56C450-AM 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-ANXX BJ6450X BJ KS56C450-AN 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-APXX BJ6450X BJ KS56C450-AP 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-A0XX BJ6450X BJ KS56C450-AQ 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-ARXX BJ6450X BJ KS56C450-AR 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-ASXX BJ6450X BJ KS56C450-AS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-AUXX BJ6450X BJ KS56C450-AU 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-AVXX BJ6450X BJ KS56C450-AV 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-AWXX BJ6450X BJ KS56C450-AW 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-AXXX BJ645OX BJ KS56C450-AX 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-AYXX BJ6450X BJ KS56C450-AY 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-AZXX BJ6450X BJ KS56C450-AZ 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-B0XX BJ645OX BJ KS56C450-B0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-B4XX BJ645OX BJ KS56C450-B4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-B5XX BJ6450X BJ KS56C450-B5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-B6XX BJ6450X BJ KS56C450-B6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-B7XX BJ6450X BJ KS56C450-B7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BAXX BJ6450X BJ KS56C450-BA 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-BBXX BJ6450X BJ KS56C450-BB 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-BCXX BJ6450X BJ KS56C450-BC 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BDXX BJ6450X BJ KS56C450-BD 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-BEXX BJ6T50X BJ KS56C450-BE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BFXX BJ6450X BJ KS56C450-BF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-BGXX BJ6450X BJ KS56C450-BG 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BJXX BJ6450X BJ KS56C450-BJ 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-BKXX BJ645OX BJ KS56C450-BK 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-BLXX BJ6450X BJ KS56C450-BL 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 64
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6450X-EZE-BMXX BJ645OX BJ KS56C450-BM 4BIT MICOM IFAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-BNXX BJ6450X BJ KS56C450-SN 4BIT MICOM IFAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BPXX BJ645OX BJ KS56C450-BP 4BIT MICOM JFAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-B0XX BJ6450X BJ KS56C450-80 4BIT MICOM IFAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BRXX BJ645OX BJ KS56C450-BR 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BSXX BJ6450X BJ KS56C450-BS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BTXX BJ6450X BJ KS56C450-BT 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BUXX BJ645OX BJ KS56C450-BU 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BVXX BJ6450X BJ KS56C450-BV 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-BWXX BJ6450X BJ KS56C450-BJ 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BXXX BJ6450X BJ KS56C450-8X 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-BYXX BJ6450X BJ KS56C450-BY 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-BZXX BJ645OX BJ KS56C450-8Z 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-C0XX BJ645OX BJ KS56C450-CO 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-C1XX BJ6450X BJ KS56C450-Cl 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-C2XX BJ6450X BJ KS56C450-C2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-C3XX BJ6450X BJ KS56C450-C3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-C4XX BJ6450X BJ KS56C450-CA 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-C5XX BJ6450X BJ KS56C450-C5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-C6XX BJ6450X BJ KS56C450-C6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-C7XX BJ6450X BJ KS56C450-C7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-CAXX BJ6450X BJ KS56C450-CA 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CBXX BJ6450X BJ KS56C450-CB 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ64S0X-EZE-CCXX BJ645OX BJ KS56C450-CC 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-CDXX BJ6450X BJ KS56C450-CD 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CEXX BJ6450X BJ KS56C450-CE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CFXX BJ645OX BJ KS56C450-CF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CGXX BJ6450X BJ KS56C450-CG 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-ACO-CHXX BJ6450X BJ KS56C450-CH 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CJXX BJ6450X BJ KS56C450-CJ 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CKXX BJ6450X BJ KS56C450-CK 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-CLXX BJ6450X BJ KS56C450-CL 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CMXX BJ6450X BJ KS56C450-CM 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CNXX BJ6450X BJ KS56C450-CN 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CPXX BJ6450X BJ KS56C450-CP 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CRXX BJ6450X BJ KS56C450-CR 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-CSXX BJ6450X BJ KS56C450-CS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CUXX BJ6450X BJ KS56C450-CU 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-CVXX BJ6450X BJ KS56C450-CV 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-CWXX BJ6450X BJ KS56C450-CW 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-D1XX BJ6450X BJ KS56C450-D1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-D2XX BJ645TX BJ KS56C450-D2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-D3XX BJ6450X BJ KS56C450-D3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-07XX BJ6450X BJ KS56C450-D7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-D8XX BJ6450X BJ KS56C450-D8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-D9XX BJ645OX BJ KS56C450-D9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-D9XX BJ6450X BJ KS56C450-DG 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-DHXX BJ645OX BJ KS56C450-DH 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-DJXX BJ6450X BJ KS56C450-DJ 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-DKXX BJ6450X BJ KS56C450-DK 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-DLXX BJ6450X BJ KS56C450-DL 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-FZE-DMXX BJ645OX BJ KS56C450-DM 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-DNXX BJ6450X BJ KS56C450-DN 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-DPXX BJ6450X BJ KS56C450-DP 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-D0XX BJ6450X BJ KS56C450-DQ 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-DRXX BJ6450X BJ KS56C450-DR 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-DSXX BJ6450X BJ KS56C450-DS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-DTXX BJ6450X BJ KS56C450-DT 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-DYXX BJ645OX BJ KS56C450-DY 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-DZXX BJ6450X BJ KS56C450-DZ 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-E2XX BJ645OX BJ KS56C450-E2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-E3XX BJ6450X BJ KS56C450-E3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-E4XX BJ6450X BJ KS56C450-E4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AOD-E5XX BJ6450X BJ KS56C450-E5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-E6XX BJ645OX BJ KS56C450-E6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-E7XX BJ645OX BJ KS56C450-E7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-E8XX BJ6450X BJ KS56C450-E8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-E9XX BJ6450X BJ KS56C450-E9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 65
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6450X-EZE-E9XX BJ6450X BJ KS56C450-E9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-EAXX BJ6450X BJ KS56C450-EA 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-EBXX BJ6450X BJ KS56C450-EB 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-ECXX BJ6450X BJ KS56C450-EC 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-EDXX BJ6450X BJ KS56C450-ED 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-F0XX BJ6450X BJ KS56C450-F0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-FIXX BJ6450X BJ KS56C450-Fl 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-F5XX BJ6450X BJ KS56C450-F5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-F6XX BJ6450X BJ KS56C450-F6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-F8XX BJ6450X BJ KS56C450-F8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-F9XX BJ6450X BJ KS56C450-F9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-GIXX BJ6450X BJ KS56C450-G1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-G2XX BJ6450X BJ KS56C450-G2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-G3XX BJ6450X BJ KS56C450-G3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-G4XX BJ6450X BJ KS56C450-G4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-G5XX BJ6450X BJ KS56C450-G5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-G7XX BJ6450X BJ KS56C450-G7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-G8XX BJ6450X BJ KS56C450-G8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-G9XX BJ6450X BJ KS56C450-G9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-H0XX BJ6450X BJ KS56C450-H0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-HIXX BJ6450X BJ KS56C450-H1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-H2XX BJ6450X BJ KS56C450-H2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-H3XX BJ6450X BJ KS56C450-H3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-H4XX BJ6450X BJ KS56C450-H4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-H6XX BJ6450X BJ KS56C450-H6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-H8XX BJ6450X BJ KS56C450-H8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-H9XX BJ6450X BJ KS56C450-H9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-H9XX BJ6450X BJ KS56C450-H9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-HCXX BJ6450X BJ KS56C450-HC 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-HDXX BJ6450X BJ KS56C450-HD 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-J0XX BJ6450X BJ KS56C450-J0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-J1XX BJ6450X BJ KS56C450-J1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-J2XX BJ6450X BJ KS56C450-J2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-J3XX BJ6450X BJ KS56C450-J3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-J4XX BJ6450X BJ KS56C450-J4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-J5XX BJ6450X BJ KS56C450-J5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-J6XX BJ6450X BJ KS56C450-J6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-J7XX BJ6450X BJ KS56C450-J7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-K0XX BJ6450X BJ KS56C450-K0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-K3XX BJ6450X BJ KS56C450-K3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-K3XX BJ6450X BJ KS56C450-K3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-K4XX BJ6450X BJ KS56C450-K4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-K4XX BJ6450X BJ KS56C450-K4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-K5XX BJ6450X BJ KS56C450-K5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-K5XX BJ6450X BJ KS56C450-K5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-K6XX BJ6450X BJ KS56C450-K6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-K7XX BJ6450X BJ KS56C450-K7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-K8XX BJ6450X BJ KS56C450-K8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-L0XX BJ6450X BJ KS56C450-L0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-LIXX BJ6450X BJ KS56C450-L1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-L3XX BJ6450X BJ KS56C450-L3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-ETF-L3XX BJ6450X BJ KS56C450-L3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-L4XX BJ6450X BJ KS56C450-L4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-M0XX BJ6450X BJ KS56C450-M0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-MIXX BJ6450X BJ KS56C450-Ml 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-M3XX BJ6450X BJ KS56C450-M3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-M4XX BJ6450X BJ KS56C450-M4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-M5XX BJ6450X BJ KS56C450-M5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-M6XX BJ6450X BJ KS56C450-M6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-M7XX BJ6450X BJ KS56C450-M7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-M8XX BJ6450X BJ KS56C450-M8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-M9XX BJ6450X BJ KS56C450-M9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-N0XX BJ6450X BJ KS56C450-N0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-N1XX BJ6450X BJ KS56C450-N1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-N2XX BJ6450X BJ KS56C450-N2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-N3XX BJ6450X BJ KS56C450-N3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-N3XX BJ6450X BJ KS56C450-N3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-N4XX BJ6450X BJ KS56C450-N4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 66
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6450X-EZC-N5XX BJ6450X BJ KS56C450-N5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-N6XX BJ6450X BJ KS56C450-N6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-Z0XX BJ6450X BJ KS56C450N-Z0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-P0XX BJ6450X BJ KS56C450-P0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-P0XX BJ6450X BJ KS56C450-P0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-P1XX BJ6450X BJ KS56C450-P1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-P1XX BJ6450X BJ KS56C450-P1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-P2XX BJ6450X BJ KS56C450-P2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-P3XX BJ6450X BJ KS56C450-P3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-P4XX BJ6450X BJ KS56C450-P4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-P5XX BJ6450X BJ KS56C450-P5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-P6XX BJ6450X BJ KS56C450-P6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-P7XX BJ6450X BJ KS56C450-P7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-P8XX BJ6450X BJ KS56C450-P8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-P9XX BJ6450X BJ KS56C450-P9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-Q0XX BJ6450X BJ KS56C450-Q0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-Q1XX BJ6450X BJ KS56C450-Q1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-Q2XX BJ6450X BJ KS56C450-Q2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-Q3XX BJ6450X BJ KS56C450-Q3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-Q4XX BJ6450X BJ KS56C450-Q4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Q4XX BJ6450X BJ KS56C450-Q4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-Q5XX BJ6450X BJ KS56C450-Q5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Q5XX BJ6450X BJ KS56C450-Q5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-Q6XX BJ6450X BJ KS56C450-Q6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-Q7XX BJ6450X BJ KS56C450-Q7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-Q8XX BJ6450X BJ KS56C450-Q8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Q8XX BJ6450X BJ KS56C450-Q8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-Q9XX BJ6450X BJ KS56C450-Q9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Z0XX BJ6450X BJ KS56C450Q-Z0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-RlXX BJ6450X BJ KS56C450-R1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-R3XX BJ6450X BJ KS56C450-R3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-R4XX BJ6450X BJ KS56C450-R4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-R5XX BJ6450X BJ KS56C450-R5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-R6XX BJ6450X BJ KS56C450-R6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-R7XX BJ6450X BJ KS56C450-R7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-R7XX BJ6450X BJ KS56C450-R7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZC-R8XX BJ6450X BJ KS56C450-R8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-R8XX BJ6450X BJ KS56C450-R8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-R9XX BJ6450X BJ KS56C450-R9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-S1XX BJ6450X BJ KS56C450-Sl 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-S2XX BJ6450X BJ KS56C450-S2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-S3XX BJ6450X BJ KS56C450-S3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-S4XX BJ6450X BJ KS56C450-S4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-S5XX BJ6450X BJ KS56C450-S5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-S6XX BJ6450X BJ KS56C450-S6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-S7XX BJ6450X BJ KS56C450-S7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-S8XX BJ6450X BJ KS56C450-S8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-S9XX BJ6450X BJ KS56C450-S9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-T2XX BJ6450X BJ KS56C450-T2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-T3XX BJ6450X BJ KS56C450-T3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-T4XX BJ6450X BJ KS56C450-T4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-T5XX BJ6450X BJ KS56C450-T5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ64S0X-AQD-T6XX BJ6450X BJ KS56C450-T6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-T7XX BJ6450X BJ KS56C450-T7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-T8XX BJ6450X BJ KS56C450-T8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-T9XX BJ6450X BJ KS56C450-T9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-U1XX BJ6450X BJ KS56C450-U1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-U2XX BJ6450X BJ KS56C450-U2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-U3XX BJ6450X BJ KS56C450-U3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-U4XX BJ6450X BJ KS56C450-U4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-U5XX BJ6450X BJ KS56C450-U5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-U6XX BJ6450X BJ KS56C450-U6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-U7XX BJ6450X BJ KS56C450-U7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-U8XX BJ6450X BJ KS56C450-U8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-U9XX BJ6450X BJ KS56C450-U9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-V1XX BJ6450X BJ KS56C450-VI 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-V2XX BJ6450X BJ KS56C450-V2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-V3XX BJ6450X BJ KS56C450-V3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 67
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6450X-AQD-V4XX BJ6450X BJ KS56C450-V4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-V5XX BJ6450X BJ KS56C450-V5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-V6XX BJ6450X BJ KS56C450-V6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-V7XX BJ6450X BJ KS56C450-V7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-V8XX BJ6450X BJ KS56C450-V8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-V9XX BJ6450X BJ KS56C450-V9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-W1XX BJ6450X BJ KS56C450-W1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-W2XX BJ6450X BJ KS56C450-W2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-W3XX BJ6450X BJ KS56C450-W3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-W4XX BJ6450X BJ KS56C450-W4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-W5XX BJ6450X BJ KS56C450-W5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-X7XX BJ6450X BJ KS56C450-X7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-Y1XX BJ6450X BJ KS56C450-Y1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Y2XX BJ6450X BJ KS56C450-Y2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Y3XX BJ6450X BJ KS56C450-Y3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Y4XX BJ6450X BJ KS56C450-Y4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Y5XX BJ6450X BJ KS56C450-Y5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Y6XX BJ6450X BJ KS56C450-Y6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Y7XX BJ6450X BJ KS56C450-Y7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Y8XX BJ6450X BJ KS56C450-Y8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Y9XX BJ6450X BJ KS56C450-Y9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-Z0XX BJ6450X BJ KS56C450-Z0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-Z1XX BJ6450X BJ KS56C450-Zl 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AND-ZIXX BJ6450X BJ KS56C450-Z1-MA 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-Z2XX BJ6450X BJ KS56C450-Z2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Z3XX BJ6450X BJ KS56C450-Z3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Z4XX BJ6450X BJ KS56C450-Z4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Z5XX BJ6450X BJ KS56C450-Z5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-Z6XX BJ6450X BJ KS56C450-Z6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-EZE-Z7XX BJ6450X BJ KS56C450-Z7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-Z8XX BJ6450X BJ KS56C450-Z8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6450X-AQD-Z9XX BJ6450X BJ KS56C450-Z9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-00XX BJ6520A BJ KS56C1620-00A 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWA-03XX BJ6520A BJ KS56C1620-03 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWA-05XX BJ6520A BJ TS56C1620-05 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ652OA-EWB-08XX BJ6520A BJ KS56C1620-08 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWB-13XX BJ6520A BJ KS56C1620-13 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-13XX BJ6520A BJ KS56C1620-13 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-14XX BJ6520A BJ KS56C1620-14 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-15XX BJ6520A BJ KS56C1620-15 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-17XX BJ6520A BJ KS56C1620-17 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-21XX BJ6520A BJ KS56C1620-21 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-22XX BJ6520A BJ KS56C1620-22 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-24XX BJ6520A BJ KS56C1620-24 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-25XX BJ6520A BJ KS56C1620-25 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-26XX BJ6520A BJ KS56C1620-26 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-28XX BJ6520A BJ KS56C1620-28 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-29XX BJ6520A BJ KS56C1620-29 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-31XX BJ6520A BJ KS56C1620-31 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-34XX BJ6520A BJ KS56C1620-34 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-38XX BJ6520A BJ KS56C1620-38 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-39XX BJ6520A BJ KS56C1620-39 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-40XX BJ6520A BJ KS56C1620-40 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-42XX BJ6520A BJ KS56C1620-42 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-43XX BJ6520A BJ KS56C1620-43 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-44XX BJ6520A BJ KS56C1620-44 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-48XX BJ6520A BJ KS56C1620-48 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-49XX BJ6520A BJ KS56C1620-49 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-50XX BJ6520A BJ KS56C1620-50 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-51XX BJ6520A BJ KS56C1620-51 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-52XX BJ6520A BJ KS56C1620-52 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWD-53XX BJ6520A BJ KS56C1620-53 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWA-Z0XX BJ6520A BJ KS56C1620-ZO-MA 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520A-EWB-Z1XX BJ6520A BJ KS56C1620-ZI-MA 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520D-EWD-43XX BJ6520D BJ KS56C1620-43D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------------
BJ6520X-EWA-02XX BJ6520X BJ KS56C1620-02 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6520X-EWA-07XX BJ6520X BJ KS56C1620-07 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-00XX BJ6671X BJ KS56C671-00X 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 68
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6671X-AQD-05XX BJ6671X BJ KS56C671-05 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-06XX BJ6671X BJ KS56C671-06 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-07XX BJ6671X BJ KS56C671-07 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-08XX BJ6671X BJ KS56C671-08 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-09XX BJ6671X BJ KS56C671-09 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-10XX BJ6671X BJ KS56C671-10 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-12XX BJ6671X BJ KS56C671-12 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-14XX BJ6671X BJ KS56C671-14 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-15XX BJ6671X BJ KS56C671-15 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-16XX BJ6671X BJ KS56C671-16 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-19XX BJ6671X BJ KS56C671-19 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-20XX BJ6671X BJ KS56C671-20 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-21XX BJ6671X BJ KS56C671-21 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-22XX BJ6671X BJ KS56C671-22 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-23XX BJ6671X BJ KS56C671-23 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-25XX BJ6671X BJ KS56C671-25 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-26XX BJ6671X BJ KS56C671-26 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-27XX BJ6671X BJ KS56C671-27 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-28XX BJ6671X BJ KS56C671-28 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-29XX BJ6671X BJ KS56C671-29 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-30XX BJ6671X BJ KS56C671-30 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-31XX BJ6671X BJ KS56C671-31 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-32XX BJ6671X BJ KS56C671-32 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-33XX BJ6671X BJ KS56C671-33 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-34XX BJ6671X BJ KS56C671-34 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-35XX BJ6671X BJ KS56C671-35 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-37XX BJ6671X BJ KS56C671-37 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-38XX BJ6671X BJ KS56C671-38 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-39XX BJ6671X BJ KS56C671-39 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-40XX BJ6671X BJ KS56C671-40 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-41XX BJ6671X BJ KS56C671-41 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-42XX BJ6671X BJ KS56C671-42 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-43XX BJ6671X BJ KS56C671-43 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-44XX BJ6671X BJ KS56C671-44 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-45XX BJ6671X BJ KS56C671-45 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-46XX BJ6671X BJ KS56C671-46 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-47XX BJ6671X BJ KS56C671-47 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-48XX BJ6671X BJ KS56C671-48 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-49XX BJ6671X BJ KS56C671-49 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-50XX BJ6671X BJ KS56C671-50 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-51XX BJ6671X BJ KS56C671-51 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6671X-AQD-Z0XX BJ6671X BJ KS56C671-ZO-MA 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-17XX BJ6820A BJ KS56C820-17S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-30XX BJ6820A BJ KS56C820-30S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-31XX BJ6820A BJ KS56C820-31S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-95XX BJ6820A BJ KS56C820-95S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AAXX BJ6820A BJ KS56C820-AAS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AFXX BJ6820A BJ KS56C820-AFS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AGXX BJ6820A BJ KS56C820-AGS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AJXX BJ6820A BJ KS56C820-AJS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AKXX BJ6820A BJ KS56C820-AKS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-ALXX BJ6820A BJ KS56C820-ALS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AMXX BJ6820A BJ KS56C820-AMS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-ANXX BJ6820A BJ KS56C820-ANS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AOXX BJ6820A BJ KS56C820-AOS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-APXX BJ6820A BJ KS56C820-APS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AQXX BJ6820A BJ KS56C820-AQS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-ARXX BJ6820A BJ KS56C820-ARS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-ASXX BJ6820A BJ KS56C820-ASS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-ATXX BJ6820A BJ KS56C820-ATS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AUXX BJ6820A BJ KS56C820-AUS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AVXX BJ6820A BJ KS56C820-AVS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AWXX BJ6820A BJ KS56C820-AWS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AYXX BJ6820A BJ KS56C820-AYS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-AZXX BJ6820A BJ KS56C820-AZS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-BAXX BJ6820A BJ KS56C820-BAS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-BBXX BJ6820A BJ KS56C820-BBS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
BJ6820A-EWD-BFXX BJ6820A BJ KS56C820-BFS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 69
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6820A-EWD-BLXX BJ6820A BJ KS56C820-BLS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BMXX BJ6820A BJ KS56C820-BMS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BNXX BJ6820A BJ KS56C820-BNS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BPXX BJ6820A BJ KS56C820-BPS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BQXX BJ6820A BJ KS56C820-BQS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BRXX BJ6820A BJ KS56C820-BRS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BSXX BJ6820A BJ KS56C820-BSS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BTXX BJ6820A BJ KS56C820-BTS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BUXX BJ6820A BJ KS56C820-BUS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BVXX BJ6820A BJ KS56C820-BVS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BWXX BJ6820A BJ KS56C820-BWS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BXXX BJ6820A BJ KS56C820-BXS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BYXX BJ6820A BJ KS56C820-BYS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-BZXX BJ6820A BJ KS56C820-BZS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-C0XX BJ6820A BJ KS56C820-C0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CAXX BJ6820A BJ KS56C820-CAS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CBXX BJ6820A BJ KS56C820-CBS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CCXX BJ6820A BJ KS56C820-CCS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CDXX BJ6820A BJ KS56C820-CDS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CEXX BJ6820A BJ KS56C820-CES 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CGXX BJ6820A BJ KS56C820-CGS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CHXX BJ6820A BJ KS56C820-CHS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CIXX BJ6820A BJ KS56C820-CIS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CKXX BJ6820A BJ KS56C820-CKS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CNXX BJ6820A BJ KS56C820-CNS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CPXX BJ6820A BJ KS56C820-CPS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CQXX BJ6820A BJ KS56C820-CQS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CRXX BJ6820A BJ KS56C820-CRS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CWXX BJ6820A BJ KS56C820-CWS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-CYXX BJ6820A BJ KS56C820-CYS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DAXX BJ6820A BJ KS56C820-DAS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DBXX BJ6820A BJ KS56C820-DBS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DCXX BJ6820A BJ KS56C820-DCS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DDXX BJ6820A BJ KS56C820-DDS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DFXX BJ6820A BJ KS56C820-DFS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DGXX BJ6820A BJ KS56C820-DGS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DJXX BJ6820A BJ KS56C820-DJS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DKXX BJ6820A BJ KS56C820-DKS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DLXX BJ6820A BJ KS56C820-DLS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DMXX BJ6820A BJ KS56C820-DMS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DQXX BJ6820A BJ KS56C820-DQS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DTXX BJ6820A BJ KS56C820-DTS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DVXX BJ6820A BJ KS56C820-DVS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DWXX BJ6820A BJ KS56C820-DWS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DYXX BJ6820A BJ KS56C820-DYS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-DZXX BJ6820A BJ KS56C820-DZS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-E2XX BJ6820A BJ KS56C820-E2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-E3XX BJ6820A BJ KS56C820-E3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EAXX BJ6820A BJ KS56C820-EAS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EBXX BJ6820A BJ KS56C820-EBS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-ECXX BJ6820A BJ KS56C820-ECS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EDXX BJ6820A BJ KS56C820-EDS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EFXX BJ6820A BJ KS56C820-EFS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EGXX BJ6820A BJ KS56C820-EGS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EJXX BJ6820A BJ KS56C820-EJS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-ELXX BJ6820A BJ KS56C820-ELS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EMXX BJ6820A BJ KS56C820-EMS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-ENXX BJ6820A BJ KS56C820-ENS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EPXX BJ6820A BJ KS56C820-EPS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EQXX BJ6820A BJ KS56C820-EQS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-ESXX BJ6820A BJ KS56C820-ESS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-ETXX BJ6820A BJ KS56C820-ETS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EUXX BJ6820A BJ KS56C820-EUS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EVXX BJ6820A BJ KS56C820-EVS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-EYXX BJ6820A BJ KS56C820-EYS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-F6XX BJ6820A BJ KS56C820-F6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-FFXX BJ6820A BJ KS56C820-FFS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-FGXX BJ6820A BJ KS56C820-FGS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 70
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6820A-EWD-FHXX BJ6820A BJ KS56C820-FHS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-FJXX BJ6820A BJ KS56C820-FJS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-FKXX BJ6820A BJ KS56C820-FKS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-FLXX BJ6820A BJ KS56C820-FLS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-FMXX BJ6820A BJ KS56C820-FMS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-FWXX BJ6820A BJ KS56C820-FWS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-FXXX BJ6820A BJ KS56C820-FXS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-FYXX BJ6820A BJ KS56C820-FYS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-FZXX BJ6820A BJ KS56C820-FZS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-GAXX BJ6820A BJ KS56C820-GAS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-GDXX BJ6820A BJ KS56C820-GDS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-GEXX BJ6820A BJ KS56C820-GES 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-GFXX BJ6820A BJ KS56C820-GFS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-GGXX BJ6820A BJ KS56C820-GGS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-H1XX BJ6820A BJ KS56C820-H1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-H2XX BJ6820A BJ KS56C820-H2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-H6XX BJ6820A BJ KS56C820-H6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-J3XX BJ6820A BJ KS56C820-J3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-L4XX BJ6820A BJ KS56C820-L4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-L7XX BJ6820A BJ KS56C820-L7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-M1XX BJ6820A BJ KS56C820-M1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-M4XX BJ6820A BJ KS56C820-M4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-M5XX BJ6820A BJ KS56C820-M5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-M7XX BJ6820A BJ KS56C820-M7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-N5XX BJ6820A BJ KS56C820-N5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-R1XX BJ6820A BJ KS56C820-R1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-R4XX BJ6820A BJ KS56C820-R4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-01XX BJ6820A BJ KS56C820S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-S0XX BJ6820A BJ KS56C820-S0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-S2XX BJ6820A BJ KS56C820-S2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-S5XX BJ6820A BJ KS56C820-S5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-T1XX BJ6820A BJ KS56C820-T1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-T4XX BJ6820A BJ KS56C820-T4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-T5XX BJ6820A BJ KS56C820-T5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-T7XX BJ6820A BJ KS56C820-T7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-T8XX BJ6820A BJ KS56C820-T8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-U0XX BJ6820A BJ KS56C820-U0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-U1XX BJ6820A BJ KS56C820-U1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-U3XX BJ6820A BJ KS56C820-U3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-U5XX BJ6820A BJ KS56C820-U5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-V8XX BJ6820A BJ KS56C820-V8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-W0XX BJ6820A BJ KS56C820-W0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-W1XX BJ6820A BJ KS56C820-W1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-W2XX BJ6820A BJ KS56C820-W2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-W3XX BJ6820A BJ KS56C820-W3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-W4XX BJ6820A BJ KS56C820-W4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-W5XX BJ6820A BJ KS56C820-W5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-W6XX BJ6820A BJ KS56C820-W6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-W8XX BJ6820A BJ KS56C820-W8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-W9XX BJ6820A BJ KS56C820-W9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-X0XX BJ6820A BJ KS56C820-X0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-X1XX BJ6820A BJ KS56C820-X1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-X2XX BJ6820A BJ KS56C820-X2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-X4XX BJ6820A BJ KS56C820-X4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-X6XX BJ6820A BJ KS56C820-X6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-X7XX BJ6820A BJ KS56C820-X7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-X8XX BJ6820A BJ KS56C820-X8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820A-EWD-X9XX BJ6820A BJ KS56C820-X9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820D-00XX BJ6820D BJ KS56C820-00D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-01XX BJ6820D BJ KS56C820-01D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-30XX BJ6820D BJ KS56C820-30D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-AAXX BJ6820D BJ KS56C820-AAD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-AWXX BJ6820D BJ KS56C820-AWD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-BMXX BJ6820D BJ KS56C820-BMD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-BVXX BJ6820D BJ KS56C820-BVD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-BXXX BJ6820D BJ KS56C820-BXD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-CCXX BJ6820D BJ KS56C820-CCD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-CHXX BJ6820D BJ KS56C820-CHD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 71
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6820D-EWD-CPXX BJ6820D BJ KS56C820-CPD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-DJXX BJ6820D BJ KS56C820-DJD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-DKXX BJ6820D BJ KS56C820-DKD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-DLXX BJ6820D BJ KS56C820-DLD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-DMXX BJ6820D BJ KS56C820-DMD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-DQXX BJ6820D BJ KS56C820-DQD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-DYXX BJ6820D BJ KS56C820-DYD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-DZXX BJ6820D BJ KS56C820-DZD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-E2XX BJ6820D BJ KS56C820-E2D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-E3XX BJ6820D BJ KS56C820-E3D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-EAXX BJ6820D BJ KS56C820-EAD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-EJXX BJ6820D BJ KS56C820-EJD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-ELXX BJ6820D BJ KS56C820-ELD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-EMXX BJ6820D BJ KS56C820-EMD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-ENXX BJ6820D BJ KS56C820-END 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-EQXX BJ6820D BJ KS56C820-EQD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-EVXX BJ6820D BJ KS56C820-EVD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-EYXX BJ6820D BJ KS56C820-EYD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-FDXX BJ6820D BJ KS56C820-FDD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-FEXX BJ6820D BJ KS56C820-FED 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-FGXX BJ6820D BJ KS56C820-FGD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-FLXX BJ6820D BJ KS56C820-FLD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-FUXX BJ6820D BJ KS56C820-FUD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-FZXX BJ6820D BJ KS56C820-FZD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-GBXX BJ6820D BJ KS56C820-GBD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-GTXX BJ6820D BJ KS56C820-GTD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-GUXX BJ6820D BJ KS56C820-GUD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-GVXX BJ6820D BJ KS56C820-GVD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-GXXX BJ6820D BJ KS56C820-GXD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-GZXX BJ6820D BJ KS56C820-GZD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-H1XX BJ6820D BJ KS56C820-H1D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HAXX BJ6820D BJ KS56C820-HAD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HCXX BJ6820D BJ KS56C820-HCD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HDXX BJ6820D BJ KS56C820-HDD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HEXX BJ6820D BJ KS56C820-HED 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HFXX BJ6820D BJ KS56C820-HFD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HLXX BJ6820D BJ KS56C820-HLD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HMXX BJ6820D BJ KS56C820-HMD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HNXX BJ6820D BJ KS56C820-HND 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HQXX BJ6820D BJ KS56C820-HQD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HSXX BJ6820D BJ KS56C820-HSD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HTXX BJ6820D BJ KS56C820-HTD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HUXX BJ6820D BJ KS56C820-HUD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HXXX BJ6820D BJ KS56C820-HXD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HYXX BJ6820D BJ KS56C820-HYD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-HZXX BJ6820D BJ KS56C820-HZD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-J3XX BJ6820D BJ KS56C820-J3D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JAXX BJ6820D BJ KS56C820-JAD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JCXX BJ6820D BJ KS56C820-JCD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JDXX BJ6820D BJ KS56C820-JDD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JEXX BJ6820D BJ KS56C820-JED 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JFXX BJ6820D BJ KS56C820-JFD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JHXX BJ6820D BJ KS56C820-JHD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JRXX BJ6820D BJ KS56C820-JRD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JUXX BJ6820D BJ KS56C820-JUD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JVXX BJ6820D BJ KS56C820-JVD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JWXX BJ6820D BJ KS56C820-JWD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JXXX BJ6820D BJ KS56C820-JXD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-JZXX BJ6820D BJ KS56C820-JZD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-KDXX BJ6820D BJ KS56C820-KDD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-KEXX BJ6820D BJ KS56C820-KED 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-M5XX BJ6820D BJ KS56C820-M5D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-N5XX BJ6820D BJ KS56C820-N5D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-FCXP BJ6820D BJ KS56C820P-FCDCC 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-HKXP BJ6820D BJ KS56C820P-HKDCC 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-Z0XX BJ6820D BJ KS56C820Q-Z0D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-S2XX BJ6820D BJ KS56C820-S2D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-S5XX BJ6820D BJ KS56C820-S5D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 72
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ6820D-EWD-T1XX BJ6820D BJ DS56C820-T1D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-T5XX BJ6820D BJ DS56C820-T5D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-T9XX BJ6820D BJ DS56C820-T9D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-U5XX BJ6820D BJ DS56C820-U5D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-W2XX BJ6820D BJ DS56C820-W2D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820D-EWD-W3XX BJ6820D BJ DS56C820-W3D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6820P-EWD-01XX BJ6820P BJ KS56P820Q 56C820 MTP FAB2
- --------------------------------------------------------------------------------------------
BJ6820X-EWA-40XX BJ6820X BJ KS56C820-40 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820X-EWD-40XX BJ6820X BJ KS56C820-40 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820X-EWA-H6XX BJ6820X BJ KS56C820-H6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820X-EWD-H6XX BJ6820X BJ KS56C820-H6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820X-EWD-S3XX BJ6820X BJ KS56C820-S3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820X-EWD-S7XX BJ6820X BJ KS56C820-S7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6820X-EWD-T9XX BJ6820X BJ KS56C820-T9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821D-EXF-CXXX BJ6821D BJ KS56C821-CXD 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6821D-EXF-GEXX BJ6821D BJ KS56C821-GED 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ6821X-00XX BJ6821X BJ KS56C821-00X 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXA-62XX BJ6821X BJ KS56C821-62 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-91XX BJ6821X BJ KS56C821-91 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-A4XX BJ6821X BJ KS56C821-A4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-A5XX BJ6821X BJ KS56C821-A5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-AKXX BJ6821X BJ KS56C821-AK 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-ASXX BJ6821X BJ KS56C821-AS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-BHXX BJ6821X BJ KS56C821-BH 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-BMXX BJ6821X BJ KS56C821-BM 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-CBXX BJ6821X BJ KS56C821-CB 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-CDXX BJ6821X BJ KS56C821-CD 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-CGXX BJ6821X BJ KS56C821-CG 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-CHXX BJ6821X BJ KS56C821-CH 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-CXXX BJ6821X BJ KS56C821-CX 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-D1XX BJ6821X BJ KS56C821-D1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-D4XX BJ6821X BJ KS56C821-D4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-D5XX BJ6821X BJ KS56C821-D5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-D8XX BJ6821X BJ KS56C821-D8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-F0XX BJ6821X BJ KS56C821-F0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-F4XX BJ6821X BJ KS56C821-F4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-G2XX BJ6821X BJ KS56C821-G2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-G4XX BJ6821X BJ KS56C821-G4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-H3XX BJ6821X BJ KS56C821-H3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-H5XX BJ6821X BJ KS56C821-H5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-J2XX BJ6821X BJ KS56C821-J2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-K5XX BJ6821X BJ KS56C821-K5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-L1XX BJ6821X BJ KS56C821-L1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-M6XX BJ6821X BJ KS56C821-M6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-P0XX BJ6821X BJ KS56C821-P0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-Q0XX BJ6821X BJ KS56C821-Q0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-Q1XX BJ6821X BJ KS56C821-Q1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-Q5XX BJ6821X BJ KS56C821-Q5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-Q7XX BJ6821X BJ KS56C821-Q7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-Q8XX BJ6821X BJ KS56C821-Q8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-Q9XX BJ6821X BJ KS56C821-Q9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-Z0XX BJ6821X BJ KS56C821Q-Z0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-R9XX BJ6821X BJ KS56C821-R9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXA-Z1XX BJ6821X BJ KS56C821-Z1-MA 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ6821X-EXF-Z2XX BJ6821X BJ KS56C821-Z2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7001X-EWD-01XX BJ7001X BJ KS57E0004-1 KS57E0004-01 FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-01XX BJ7002C BJ KS57C0002-01S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-02XX BJ7002C BJ KS57C0002-02S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-17XX BJ7002C BJ KS57C0002-17S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-27XX BJ7002C BJ KS57C0002-27S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-29XX BJ7002C BJ KS57C0002-29S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-45XX BJ7002C BJ KS57C0002-45S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-48XX BJ7002C BJ KS57C0002-48S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-49XX BJ7002C BJ KS57C0002-49S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-56XX BJ7002C BJ KS57C0002-56S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-64XX BJ7002C BJ KS57C0002-64S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-65XX BJ7002C BJ KS57C0002-65S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-70XX BJ7002C BJ KS57C0002-70S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 73
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7002C-AVB-71XX BJ7002C BJ KS57C0002-71S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-72XX BJ7002C BJ KS57C0002-72S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-73XX BJ7002C BJ KS57C0002-73S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-74XX BJ7002C BJ KS57C0002-74S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-77XX BJ7002C BJ KS57C0002-77S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-79XX BJ7002C BJ KS57C0002-79S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-83XX BJ7002C BJ KS57C0002-83S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-85XX BJ7002C BJ KS57C0002-85S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-94XX BJ7002C BJ KS57C0002-94S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-96XX BJ7002C BJ KS57C0002-96S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-97XX BJ7002C BJ KS57C0002-97S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-98XX BJ7002C BJ KS57C0002-98S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-99XX BJ7002C BJ KS57C0002-99S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-A3XX BJ7002C BJ KS57C0002-A3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-A8XX BJ7002C BJ KS57C0002-A8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-A9XX BJ7002C BJ KS57C0002-A9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-AAXX BJ7002C BJ KS57C0002-AAS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-ACXX BJ7002C BJ KS57C0002-ACS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-AEXX BJ7002C BJ KS57C0002-AES 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-AFXX BJ7002C BJ KS57C0002-AFS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-AGXX BJ7002C BJ KS57C0002-AGS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-AHXX BJ7002C BJ KS57C0002-AHS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-AJXX BJ7002C BJ KS57C0002-AJS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-AKXX BJ7002C BJ KS57C0002-AKS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-ALXX BJ7002C BJ KS57C0002-ALS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-AMXX BJ7002C BJ KS57C0002-AMS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-APXX BJ7002C BJ KS57C0002-APS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-AQXX BJ7002C BJ KS57C0002-AQS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-ARXX BJ7002C BJ KS57C0002-ARS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-AZXX BJ7002C BJ KS57C0002-AZS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-B0XX BJ7002C BJ KS57C0002-B0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-B2XX BJ7002C BJ KS57C0002-B2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-B4XX BJ7002C BJ KS57C0002-B4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-B5XX BJ7002C BJ KS57C0002-B5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-B6XX BJ7002C BJ KS57C0002-B6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-B8XX BJ7002C BJ KS57C0002-B8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-B9XX BJ7002C BJ KS57C0002-B9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BAXX BJ7002C BJ KS57C0002-BAS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BBXX BJ7002C BJ KS57C0002-BBS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BCXX BJ7002C BJ KS57C0002-BCS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BDXX BJ7002C BJ KS57C0002-BDS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BFXX BJ7002C BJ KS57C0002-BFS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BGXX BJ7002C BJ KS57C0002-BGS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-BHXX BJ7002C BJ KS57C0002-BHS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-BHXX BJ7002C BJ KS57C0002-BJS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BKXX BJ7002C BJ KS57C0002-BKS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BLXX BJ7002C BJ KS57C0002-BLS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-BNXX BJ7002C BJ KS57C0002-BNS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-BQXX BJ7002C BJ KS57C0002-BQS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BQXX BJ7002C BJ KS57C0002-BQS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BTXX BJ7002C BJ KS57C0002-BTS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BUXX BJ7002C BJ KS57C0002-BUS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BVXX BJ7002C BJ KS57C0002-BVS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-C0XX BJ7002C BJ KS57C0002-C0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-C1XX BJ7002C BJ KS57C0002-C1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-C2XX BJ7002C BJ KS57C0002-C2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-C3XX BJ7002C BJ KS57C0002-C3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-C5XX BJ7002C BJ KS57C0002-C5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-C6XX BJ7002C BJ KS57C0002-C6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-C7XX BJ7002C BJ KS57C0002-C7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-C9XX BJ7002C BJ KS57C0002-C9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CBXX BJ7002C BJ KS57C0002-CBS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CCXX BJ7002C BJ KS57C0002-CCS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CDXX BJ7002C BJ KS57C0002-CDS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CEXX BJ7002C BJ KS57C0002-CES 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CFXX BJ7002C BJ KS57C0002-CFS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CGXX BJ7002C BJ KS57C0002-CGS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-CHXX BJ7002C BJ KS57C0002-CHS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7002C-AVB-CJXX BJ7002C BJ KS57C0002-CJS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CKXX BJ7002C BJ KS57C0002-CKS 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-D2XX BJ7002C BJ KS57C0002-D2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-D6XX BJ7002C BJ KS57C0002-D6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-D7XX BJ7002C BJ KS57C0002-D7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-D9XX BJ7002C BJ KS57C0002-D9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-E0XX BJ7002C BJ KS57C0002-E0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-E2XX BJ7002C BJ KS57C0002-E2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-E6XX BJ7002C BJ KS57C0002-E6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-E7XX BJ7002C BJ KS57C0002-E7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-E8XX BJ7002C BJ KS57C0002-E8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-E9XX BJ7002C BJ KS57C0002-E9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-F0XX BJ7002C BJ KS57C0002-F0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-F1XX BJ7002C BJ KS57C0002-F1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-F2XX BJ7002C BJ KS57C0002-F2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-F5XX BJ7002C BJ KS57C0002-F5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-F6XX BJ7002C BJ KS57C0002-F6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-G0XX BJ7002C BJ KS57C0002-G0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-G1XX BJ7002C BJ KS57C0002-G1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-G2XX BJ7002C BJ KS57C0002-G2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-G3XX BJ7002C BJ KS57C0002-G3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-G4XX BJ7002C BJ KS57C0002-G4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-G5XX BJ7002C BJ KS57C0002-G5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-H2XX BJ7002C BJ KS57C0002-H2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-H3XX BJ7002C BJ KS57C0002-H3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-H4XX BJ7002C BJ KS57C0002-H4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-H5XX BJ7002C BJ KS57C0002-H5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-H6XX BJ7002C BJ KS57C0002-H6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-H7XX BJ7002C BJ KS57C0002-H7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-H8XX BJ7002C BJ KS57C0002-H8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-J0XX BJ7002C BJ KS57C0002-J0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-J1XX BJ7002C BJ KS57C0002-J1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-J3XX BJ7002C BJ KS57C0002-J3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-J6XX BJ7002C BJ KS57C0002-J6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-J7XX BJ7002C BJ KS57C0002-J7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-J8XX BJ7002C BJ KS57C0002-J8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-J9XX BJ7002C BJ KS57C0002-J9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-K0XX BJ7002C BJ KS57C0002-K0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-K2XX BJ7002C BJ KS57C0002-K2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-K3XX BJ7002C BJ KS57C0002-K3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-K4XX BJ7002C BJ KS57C0002-K4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-K7XX BJ7002C BJ KS57C0002-K7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-K8XX BJ7002C BJ KS57C0002-K8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-L2XX BJ7002C BJ KS57C0002-L2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-L4XX BJ7002C BJ KS57C0002-L4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-L5XX BJ7002C BJ KS57C0002-L5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-L6XX BJ7002C BJ KS57C0002-L6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-M0XX BJ7002C BJ KS57C0002-M0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-M2XX BJ7002C BJ KS57C0002-M2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-M3XX BJ7002C BJ KS57C0002-M3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-M4XX BJ7002C BJ KS57C0002-M4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-M6XX BJ7002C BJ KS57C0002-M6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-M9XX BJ7002C BJ KS57C0002-M9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-N0XX BJ7002C BJ KS57C0002-N0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-N1XX BJ7002C BJ KS57C0002-N1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-N3XX BJ7002C BJ KS57C0002-N3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-N4XX BJ7002C BJ KS57C0002-N4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-N5XX BJ7002C BJ KS57C0002-N5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-N5XX BJ7002C BJ KS57C0002-N5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-N6XX BJ7002C BJ KS57C0002-N6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-N7XX BJ7002C BJ KS57C0002-N7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-N9XX BJ7002C BJ KS57C0002-N9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-P2XX BJ7002C BJ KS57C0002-P2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-P5XX BJ7002C BJ KS57C0002-P5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-P6XX BJ7002C BJ KS57C0002-P6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-P7XX BJ7002C BJ KS57C0002-P7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-P8XX BJ7002C BJ KS57C0002-P8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-P9XX BJ7002C BJ KS57C0002-P9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 74
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7002C-AVB-Q1XX BJ7002C BJ KS57C0002-Q1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Q2XX BJ7002C BJ KS57C0002-Q2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Q3XX BJ7002C BJ KS57C0002-Q3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Q4XX BJ7002C BJ KS57C0002-Q4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Q5XX BJ7002C BJ KS57C0002-Q5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Q6XX BJ7002C BJ KS57C0002-Q6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Q7XX BJ7002C BJ KS57C0002-Q7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Q8XX BJ7002C BJ KS57C0002-Q8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Q9XX BJ7002C BJ KS57C0002-Q9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-R5XX BJ7002C BJ KS57C0002-R5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-R6XX BJ7002C BJ KS57C0002-R6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-R8XX BJ7002C BJ KS57C0002-R8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-S3XX BJ7002C BJ KS57C0002-S3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-S4XX BJ7002C BJ KS57C0002-S4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-S5XX BJ7002C BJ KS57C0002-S5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-S6XX BJ7002C BJ KS57C0002-S6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-S7XX BJ7002C BJ KS57C0002-S7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-T1XX BJ7002C BJ KS57C0002-T1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-T2XX BJ7002C BJ KS57C0002-T2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-T4XX BJ7002C BJ KS57C0002-T4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-T5XX BJ7002C BJ KS57C0002-T5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-T6XX BJ7002C BJ KS57C0002-T6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-T7XX BJ7002C BJ KS57C0002-T7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-T8XX BJ7002C BJ KS57C0002-T8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-T9XX BJ7002C BJ KS57C0002-T9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-U2XX BJ7002C BJ KS57C0002-U2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-U3XX BJ7002C BJ KS57C0002-U3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-U4XX BJ7002C BJ KS57C0002-U4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-U5XX BJ7002C BJ KS57C0002-U5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-U6XX BJ7002C BJ KS57C0002-U6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-U7XX BJ7002C BJ KS57C0002-U7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-U8XX BJ7002C BJ KS57C0002-U8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-U9XX BJ7002C BJ KS57C0002-U9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-V0XX BJ7002C BJ KS57C0002-V0S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-V1XX BJ7002C BJ KS57C0002-V1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-V2XX BJ7002C BJ KS57C0002-V2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-V4XX BJ7002C BJ KS57C0002-V4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-X1XX BJ7002C BJ KS57C0002-X1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-X2XX BJ7002C BJ KS57C0002-X2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-X4XX BJ7002C BJ KS57C0002-X4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-X5XX BJ7002C BJ KS57C0002-X5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-X8XX BJ7002C BJ KS57C0002-X8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-X9XX BJ7002C BJ KS57C0002-X9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Y1XX BJ7002C BJ KS57C0002-Y1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Y2XX BJ7002C BJ KS57C0002-Y2S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Y3XX BJ7002C BJ KS57C0002-Y3S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Y4XX BJ7002C BJ KS57C0002-Y4S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Y5XX BJ7002C BJ KS57C0002-Y5S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Y8XX BJ7002C BJ KS57C0002-Y8S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Y9XX BJ7002C BJ KS57C0002-Y9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Z1XX BJ7002C BJ KS57C0002-Z1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-Z1XX BJ7002C BJ KS57C0002-Z1S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Z6XX BJ7002C BJ KS57C0002-Z6S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Z7XX BJ7002C BJ KS57C0002-Z7S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-Z9XX BJ7002C BJ KS57C0002-Z9S 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-00XX BJ7002E BJ KS57C0002-00E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-01XX BJ7002E BJ KS57C0002-1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-70XX BJ7002E BJ KS57C0002-70E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-92XX BJ7002E BJ KS57C0002-92E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-A2XX BJ7002E BJ KS57C0002-A2E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-BZXX BJ7002E BJ KS57C0002-BZE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CAXX BJ7002E BJ KS57C0002-CAE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CGXX BJ7002E BJ KS57C0002-CGE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CLXX BJ7002E BJ KS57C0002-CLE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-CMXX BJ7002E BJ KS57C0002-CME 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-CNXX BJ7002E BJ KS57C0002-CNE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-BON-DAXX BJ7002E BJ KS57C0002-DAE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002C-AVB-DBXX BJ7002E BJ KS57C0002-DBE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 75
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7002E-AVB-DCXX BJ7002E BJ KS57C0002-DCE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DDXX BJ7002E BJ KS57C0002-DDE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DEXX BJ7002E BJ KS57C0002-DEE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-BON-DFXX BJ7002E BJ KS57C0002-DFE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DGXX BJ7002E BJ KS57C0002-DGE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DHXX BJ7002E BJ KS57C0002-DHE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-BON-DJXX BJ7002E BJ KS57C0002-DJE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DKXX BJ7002E BJ KS57C0002-DKE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DLXX BJ7002E BJ KS57C0002-DLE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DMXX BJ7002E BJ KS57C0002-DME 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DPXX BJ7002E BJ KS57C0002-DPE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DQXX BJ7002E BJ KS57C0002-DQE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DRXX BJ7002E BJ KS57C0002-DRE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DSXX BJ7002E BJ KS57C0002-DSE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DTXX BJ7002E BJ KS57C0002-DTE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DUXX BJ7002E BJ KS57C0002-DUE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DVXX BJ7002E BJ KS57C0002-DVE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-BON-DWXX BJ7002E BJ KS57C0002-DWE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-DXXX BJ7002E BJ KS57C0002-DXE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AQD-01XX BJ7002E BJ KS57C0002E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-E6XX BJ7002E BJ KS57C0002-E6E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-BON-EKXX BJ7002E BJ KS57C0002-EKE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-BON-ELXX BJ7002E BJ KS57C0002-ELE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-EMXX BJ7002E BJ KS57C0002-EME 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-ENXX BJ7002E BJ KS57C0002-ENE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-EPXX BJ7002E BJ KS57C0002-EPE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-EQXX BJ7002E BJ KS57C0002-EQE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-BON-ESXX BJ7002E BJ KS57C0002-ESE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-ETXX BJ7002E BJ KS57C0002-ETE 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-BON-M9XX BJ7002E BJ KS57C0002-M9E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-Q1XX BJ7002E BJ KS57C0002-Q1E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-Q2XX BJ7002E BJ KS57C0002-Q2E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-Q3XX BJ7002E BJ KS57C0002-Q3E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-V0XX BJ7002E BJ KS57C0002-V0E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-X1XX BJ7002E BJ KS57C0002-X1E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-BON-Z2XX BJ7002E BJ KS57C0002-Z2E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002E-AVB-Z7XX BJ7002E BJ KS57C0002-Z7E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-00XX BJ7002F BJ KS57C0002-00F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-01XX BJ7002F BJ KS57C0002-01F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-48XX BJ7002F BJ KS57C0002-48F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-56XX BJ7002F BJ KS57C0002-56F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-70XX BJ7002F BJ KS57C0002-70F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-85XX BJ7002F BJ KS57C0002-85F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-99XX BJ7002F BJ KS57C0002-99F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-ACXX BJ7002F BJ KS57C0002-ACF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-AJXX BJ7002F BJ KS57C0002-AJF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-ARXX BJ7002F BJ KS57C0002-ARF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-AZXX BJ7002F BJ KS57C0002-AZF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-B0XX BJ7002F BJ KS57C0002-B0F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-B8XX BJ7002F BJ KS57C0002-B8F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-BAXX BJ7002F BJ KS57C0002-BAF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-BCXX BJ7002F BJ KS57C0002-BCF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-BDXX BJ7002F BJ KS57C0002-BDF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-BKXX BJ7002F BJ KS57C0002-BKF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-BLXX BJ7002F BJ KS57C0002-BLF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-BNXX BJ7002F BJ KS57C0002-BNF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-BTXX BJ7002F BJ KS57C0002-BTF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-BVXX BJ7002F BJ KS57C0002-BVF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-BZXX BJ7002F BJ KS57C0002-BZF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-C0XX BJ7002F BJ KS57C0002-C0F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-C7XX BJ7002F BJ KS57C0002-C7F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-CDXX BJ7002F BJ KS57C0002-CDF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-CGXX BJ7002F BJ KS57C0002-CGF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-CHXX BJ7002F BJ KS57C0002-CHF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-CKXX BJ7002F BJ KS57C0002-CKF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-CNXX BJ7002F BJ KS57C0002-CNF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-CPXX BJ7002F BJ KS57C0002-CPF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-CQXX BJ7002F BJ KS57C0002-CQF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 76
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7002F-BON-DAXX BJ7002F BJ KS57C0002-DAF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-DBXX BJ7002F BJ KS57C0002-DBF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-DEXX BJ7002F BJ KS57C0002-DEF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-DKXX BJ7002F BJ KS57C0002-DKF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-DLXX BJ7002F BJ KS57C0002-DLF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-DQXX BJ7002F BJ KS57C0002-DQF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-DWXX BJ7002F BJ KS57C0002-DWF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-E6XX BJ7002F BJ KS57C0002-E6F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-E8XX BJ7002F BJ KS57C0002-E8F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-EEXX BJ7002F BJ KS57C0002-EEF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-EFXX BJ7002F BJ KS57C0002-EFF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-EGXX BJ7002F BJ KS57C0002-EGF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-EQXX BJ7002F BJ KS57C0002-EQF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-ERXX BJ7002F BJ KS57C0002-ERF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-EUXX BJ7002F BJ KS57C0002-EUF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-EYXX BJ7002F BJ KS57C0002-EYF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-F2XX BJ7002F BJ KS57C0002-F2F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FAXX BJ7002F BJ KS57C0002-FAF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FBXX BJ7002F BJ KS57C0002-FBF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FCXX BJ7002F BJ KS57C0002-FCF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-FDXX BJ7002F BJ KS57C0002-FDF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-FEXX BJ7002F BJ KS57C0002-FEF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FFXX BJ7002F BJ KS57C0002-FFF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-FHXX BJ7002F BJ KS57C0002-FHF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-FJXX BJ7002F BJ KS57C0002-FJF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FLXX BJ7002F BJ KS57C0002-FLF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FMXX BJ7002F BJ KS57C0002-FMF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-FPXX BJ7002F BJ KS57C0002-FPF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FRXX BJ7002F BJ KS57C0002-FRF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-FSXX BJ7002F BJ KS57C0002-FSF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-FTXX BJ7002F BJ KS57C0002-FTF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FUXX BJ7002F BJ KS57C0002-FUF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FVXX BJ7002F BJ KS57C0002-FVF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-FWXX BJ7002F BJ KS57C0002-FWF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-FXXX BJ7002F BJ KS57C0002-FXF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FYXX BJ7002F BJ KS57C0002-FYF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-FZXX BJ7002F BJ KS57C0002-FZF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-G5XX BJ7002F BJ KS57C0002-G5F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GAXX BJ7002F BJ KS57C0002-GAF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-GBXX BJ7002F BJ KS57C0002-GBF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GCXX BJ7002F BJ KS57C0002-GCF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GDXX BJ7002F BJ KS57C0002-GDF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-GEXX BJ7002F BJ KS57C0002-GEF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GFXX BJ7002F BJ KS57C0002-GFF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-GGXX BJ7002F BJ KS57C0002-GGF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GHXX BJ7002F BJ KS57C0002-GHF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-GKXX BJ7002F BJ KS57C0002-GKF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GRXX BJ7002F BJ KS57C0002-GRF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-GSXX BJ7002F BJ KS57C0002-GSF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GTXX BJ7002F BJ KS57C0002-GTF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GUXX BJ7002F BJ KS57C0002-GUF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-GVXX BJ7002F BJ KS57C0002-GVF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GWXX BJ7002F BJ KS57C0002-GWF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GXXX BJ7002F BJ KS57C0002-GXF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GYXX BJ7002F BJ KS57C0002-GYF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-GZXX BJ7002F BJ KS57C0002-GZF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-HKXX BJ7002F BJ KS57C0002-HKF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-HLXX BJ7002F BJ KS57C0002-HLF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-HMXX BJ7002F BJ KS57C0002-HMF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-HNXX BJ7002F BJ KS57C0002-HNF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-HTXX BJ7002F BJ KS57C0002-HTF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-HUXX BJ7002F BJ KS57C0002-HUF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-J9XX BJ7002F BJ KS57C0002-J9F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-JAXX BJ7002F BJ KS57C0002-JAF 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-K3XX BJ7002F BJ KS57C0002-K3F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-K8XX BJ7002F BJ KS57C0002-K8F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-L6XX BJ7002F BJ KS57C0002-L6F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-M9XX BJ7002F BJ KS57C0002-M9F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 77
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7002F-AVB-N6XX BJ7002F BJ KS57C0002-N6F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-N9XX BJ7002F BJ KS57C0002-N9F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-Z0XX BJ7002F BJ KS57C002N-Z0F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-P2XX BJ7002F BJ KS57C0002-P2F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-CNXX BJ7002F BJ KS57C002P-CNFCC 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-Q2XX BJ7002F BJ KS57C0002-Q2F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-Q3XX BJ7002F BJ KS57C0002-Q3F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-Q9XX BJ7002F BJ KS57C0002-Q9F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-R5XX BJ7002F BJ KS57C0002-R5F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-S3XX BJ7002F BJ KS57C0002-S3F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-Z0XX BJ7002F BJ KS57C0002S-Z0F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON-U3XX BJ7002F BJ KS57C0002-U3F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-U4XX BJ7002F BJ KS57C0002-U4F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-V0XX BJ7002F BJ KS57C0002-V0F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-X1XX BJ7002F BJ KS57C0002-X1F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-X5XX BJ7002F BJ KS57C0002-X5F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-X9XX BJ7002F BJ KS57C0002-X9F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-Y1XX BJ7002F BJ KS57C0002-Y1F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-Y4XX BJ7002F BJ KS57C0002-Y4F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-Y5XX BJ7002F BJ KS57C0002-Y5F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-Y9XX BJ7002F BJ KS57C0002-Y9F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-BON Z3XX BJ7002F BJ KS57C0002-Z3F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-Z6XX BJ7002F BJ KS57C0002-Z6F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002F-AVB-Z7XX BJ7002F BJ KS57C0002-Z7F 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7002P-EZC-01XX BJ7002P BJ KS57C0002-1 57C0002 MTP FAB3
- --------------------------------------------------------------------------------------------
BJ7002P-AVD-01XX BJ7002P BJ KS57P0002N KS57P0002N FAB3
- --------------------------------------------------------------------------------------------
BJ7002P-BON-01XX BJ7002P BJ KS57P0002S KS57P0002S FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-02XX BJ7002X BJ KS57C0002-2 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-14XX BJ7002X BJ KS57C0002-14 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-17XX BJ7002X BJ KS57C0002-17 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-18XX BJ7002X BJ KS57C0002-18 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-25XX BJ7002X BJ KS57C0002-25 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-26XX BJ7002X BJ KS57C0002-26 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-27XX BJ7002X BJ KS57C0002-27 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-28XX BJ7002X BJ KS57C0002-28 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-29XX BJ7002X BJ KS57C0002-29 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-33XX BJ7002X BJ KS57C0002-33 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-37XX BJ7002X BJ KS57C0002-37 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-42XX BJ7002X BJ KS57C0002-42 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-45XX BJ7002X BJ KS57C0002-45 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-49XX BJ7002X BJ KS57C0002-49 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-52XX BJ7002X BJ KS57C0002-52 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-53XX BJ7002X BJ KS57C0002-53 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-54XX BJ7002X BJ KS57C0002-54 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-65XX BJ7002X BJ KS57C0002-65 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-BON-70XX BJ7002X BJ KS57C0002-70 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-71XX BJ7002X BJ KS57C0002-71 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-72XX BJ7002X BJ KS57C0002-72 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-BON-73XX BJ7002X BJ KS57C0002-73 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-79XX BJ7002X BJ KS57C0002-79 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-82XX BJ7002X BJ KS57C0002-82 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-83XX BJ7002X BJ KS57C0002-83 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-85XX BJ7002X BJ KS57C0002-85 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-90XX BJ7002X BJ KS57C0002-90 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-94XX BJ7002X BJ KS57C0002-94 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-96XX BJ7002X BJ KS57C0002-96 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-97XX BJ7002X BJ KS57C0002-97 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-98XX BJ7002X BJ KS57C0002-98 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-99XX BJ7002X BJ KS57C0002-99 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-BON-A2XX BJ7002X BJ KS57C0002-A2 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-A3XX BJ7002X BJ KS57C0002-A3 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-A6XX BJ7002X BJ KS57C0002-A6 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-A8XX BJ7002X BJ KS57C0002-A8 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-A9XX BJ7002X BJ KS57C0002-A9 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-B2XX BJ7002X BJ KS57C0002-B2 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-B4XX BJ7002X BJ KS57C0002-B4 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-B5XX BJ7002X BJ KS57C0002-B5 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7002X-AVB-B6XX BJ7002X BJ KS57C0002-B6 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 78
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7002X-AVB-B8XX BJ7002X BJ KS57C0002-B8 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-C0XX BJ7002X BJ KS57C0002-C0 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-BON-C3XX BJ7002X BJ KS57C0002-C3 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-C5XX BJ7002X BJ KS57C0002-C5 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-C6XX BJ7002X BJ KS57C0002-C6 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-C7XX BJ7002X BJ KS57C0002-C7 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-C8XX BJ7002X BJ KS57C0002-C8 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-C9XX BJ7002X BJ KS57C0002-C9 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-D0XX BJ7002X BJ KS57C0002-D0 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-D1XX BJ7002X BJ KS57C0002-D1 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-D2XX BJ7002X BJ KS57C0002-D2 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-D3XX BJ7002X BJ KS57C0002-D3 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-D4XX BJ7002X BJ KS57C0002-D4 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-D5XX BJ7002X BJ KS57C0002-D5 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-D6XX BJ7002X BJ KS57C0002-D6 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-D7XX BJ7002X BJ KS57C0002-D7 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-E0XX BJ7002X BJ KS57C0002-E0 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-E2XX BJ7002X BJ KS57C0002-E2 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-E5XX BJ7002X BJ KS57C0002-E5 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-AVB-Z1XX BJ7002X BJ KS57C0002-Z1-MA 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-BON-Z2XX BJ7002X BJ KS57C0002-Z2-MA 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7002X-EZC-Z3XX BJ7002X BJ KS57C0002-Z3-MA 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-00XX BJ7004A BJ KS57C0004-00A 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-06XX BJ7004A BJ KS57C0004-06 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-06XX BJ7004A BJ KS57C0004-06 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-07XX BJ7004A BJ KS57C0004-07 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-08XX BJ7004A BJ KS57C0004-08 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-09XX BJ7004A BJ KS57C0004-09 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-10XX BJ7004A BJ KS57C0004-10 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-11XX BJ7004A BJ KS57C0004-11 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-12XX BJ7004A BJ KS57C0004-12 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-13XX BJ7004A BJ KS57C0004-13 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-16XX BJ7004A BJ KS57C0004-16 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-17XX BJ7004A BJ KS57C0004-17 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-18XX BJ7004A BJ KS57C0004-18 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-19XX BJ7004A BJ KS57C0004-19 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-20XX BJ7004A BJ KS57C0004-20 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-21XX BJ7004A BJ KS57C0004-21 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-22XX BJ7004A BJ KS57C0004-22 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-23XX BJ7004A BJ KS57C0004-23 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-24XX BJ7004A BJ KS57C0004-24 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-25XX BJ7004A BJ KS57C0004-25 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-26XX BJ7004A BJ KS57C0004-26 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-27XX BJ7004A BJ KS57C0004-27 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-29XX BJ7004A BJ KS57C0004-29 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-30XX BJ7004A BJ KS57C0004-30 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-31XX BJ7004A BJ KS57C0004-31 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-32XX BJ7004A BJ KS57C0004-32 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-33XX BJ7004A BJ KS57C0004-33 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-34XX BJ7004A BJ KS57C0004-34 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-35XX BJ7004A BJ KS57C0004-35 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-36XX BJ7004A BJ KS57C0004-36 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-37XX BJ7004A BJ KS57C0004-37 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-38XX BJ7004A BJ KS57C0004-38 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-39XX BJ7004A BJ KS57C0004-39 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-43XX BJ7004A BJ KS57C0004-43 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-44XX BJ7004A BJ KS57C0004-44 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-45XX BJ7004A BJ KS57C0004-45 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-46XX BJ7004A BJ KS57C0004-46 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-47XX BJ7004A BJ KS57C0004-47 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-48XX BJ7004A BJ KS57C0004-48 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-49XX BJ7004A BJ KS57C0004-49 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-50XX BJ7004A BJ KS57C0004-50 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-51XX BJ7004A BJ KS57C0004-51 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-52XX BJ7004A BJ KS57C0004-52 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-60XX BJ7004A BJ KS57C0004-60 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-61XX BJ7004A BJ KS57C0004-61 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-62XX BJ7004A BJ KS57C0004-62 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 79
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7004A-AVB-63XX BJ7004A BJ KS57C0004-63 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-64XX BJ7004A BJ KS57C0004-64 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-66XX BJ7004A BJ KS57C0004-66 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-68XX BJ7004A BJ KS57C0004-68 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-69XX BJ7004A BJ KS57C0004-69 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-70XX BJ7004A BJ KS57C0004-70 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-71XX BJ7004A BJ KS57C0004-71 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-72XX BJ7004A BJ KS57C0004-72 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-73XX BJ7004A BJ KS57C0004-73 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-74XX BJ7004A BJ KS57C0004-74 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-75XX BJ7004A BJ KS57C0004-75 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-76XX BJ7004A BJ KS57C0004-76 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-77XX BJ7004A BJ KS57C0004-77 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-78XX BJ7004A BJ KS57C0004-78 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-79XX BJ7004A BJ KS57C0004-79 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-80XX BJ7004A BJ KS57C0004-80 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-81XX BJ7004A BJ KS57C0004-81 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-82XX BJ7004A BJ KS57C0004-82 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-83XX BJ7004A BJ KS57C0004-83 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-84XX BJ7004A BJ KS57C0004-84 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-91XX BJ7004A BJ KS57C0004-91 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-92XX BJ7004A BJ KS57C0004-92 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-93XX BJ7004A BJ KS57C0004-93 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-94XX BJ7004A BJ KS57C0004-94 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-BON-95XX BJ7004A BJ KS57C0004-95 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-A1XX BJ7004A BJ KS57C0004-A1 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-A2XX BJ7004A BJ KS57C0004-A2 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-A3XX BJ7004A BJ KS57C0004-A3 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-A4XX BJ7004A BJ KS57C0004-A4 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-A5XX BJ7004A BJ KS57C0004-A5 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-A7XX BJ7004A BJ KS57C0004-A7 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-A8XX BJ7004A BJ KS57C0004-A8 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004A-AVB-A9XX BJ7004A BJ KS57C0004-A9 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004D-AVB-00XX BJ7004D BJ KS57C0004-00 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004D-AVB-01XX BJ7004D BJ KS57C0004-01 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004D-BON-01XX BJ7004D BJ KS57C0004-01D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004D-BON-31XX BJ7004D BJ KS57C0004-31D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004E-00XX BJ7004E BJ KS57C0004-00E 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-01XX BJ7004E BJ KS57C0004-01 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-01XX BJ7004E BJ KS57C0004-01E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-16XX BJ7004E BJ KS57C0004-16E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-18XX BJ7004E BJ KS57C0004-18E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-29XX BJ7004E BJ KS57C0004-29E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-30XX BJ7004E BJ KS57C0004-30E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-31XX BJ7004E BJ KS57C0004-31E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-32XX BJ7004E BJ KS57C0004-32E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-33XX BJ7004E BJ KS57C0004-33E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-43XX BJ7004E BJ KS57C0004-43E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-50XX BJ7004E BJ KS57C0004-50E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-51XX BJ7004E BJ KS57C0004-51E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-63XX BJ7004E BJ KS57C0004-63E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-64XX BJ7004E BJ KS57C0004-64E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-70XX BJ7004E BJ KS57C0004-70E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-73XX BJ7004E BJ KS57C0004-73E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-74XX BJ7004E BJ KS57C0004-74E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-76XX BJ7004E BJ KS57C0004-76E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-79XX BJ7004E BJ KS57C0004-79E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-80XX BJ7004E BJ KS57C0004-80E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-81XX BJ7004E BJ KS57C0004-81E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-82XX BJ7004E BJ KS57C0004-82E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-83XX BJ7004E BJ KS57C0004-83E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-84XX BJ7004E BJ KS57C0004-84E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-85XX BJ7004E BJ KS57C0004-85E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-86XX BJ7004E BJ KS57C0004-86E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-87XX BJ7004E BJ KS57C0004-87E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-88XX BJ7004E BJ KS57C0004-88E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-89XX BJ7004E BJ KS57C0004-89E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-93XX BJ7004E BJ KS57C0004-93E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 80
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7004E-AVB-94XX BJ7004E BJ KS57C0004-94E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-95XX BJ7004E BJ KS57C0004-95E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-96XX BJ7004E BJ KS57C0004-96E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-97XX BJ7004E BJ KS57C0004-97E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-A1XX BJ7004E BJ KS57C0004-A1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-A4XX BJ7004E BJ KS57C0004-A4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-A9XX BJ7004E BJ KS57C0004-A9E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-B0XX BJ7004E BJ KS57C0004-B0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-B1XX BJ7004E BJ KS57C0004-B1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-B2XX BJ7004E BJ KS57C0004-B2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-B3XX BJ7004E BJ KS57C0004-B3E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-B4XX BJ7004E BJ KS57C0004-B4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-B5XX BJ7004E BJ KS57C0004-B5E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-B6XX BJ7004E BJ KS57C0004-B6E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-B7XX BJ7004E BJ KS57C0004-B7E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-B8XX BJ7004E BJ KS57C0004-B8E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-C0XX BJ7004E BJ KS57C0004-C0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-C1XX BJ7004E BJ KS57C0004-C1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-C2XX BJ7004E BJ KS57C0004-C2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-C3XX BJ7004E BJ KS57C0004-C3E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-C4XX BJ7004E BJ KS57C0004-C4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-C5XX BJ7004E BJ KS57C0004-C5E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-C7XX BJ7004E BJ KS57C0004-C7E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-C8XX BJ7004E BJ KS57C0004-C8E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-C9XX BJ7004E BJ KS57C0004-C9E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-D0XX BJ7004E BJ KS57C0004-D0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-D4XX BJ7004E BJ KS57C0004-D4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-D5XX BJ7004E BJ KS57C0004-D5E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-D6XX BJ7004E BJ KS57C0004-D6E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-D7XX BJ7004E BJ KS57C0004-D7E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-D8XX BJ7004E BJ KS57C0004-D8E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-D9XX BJ7004E BJ KS57C0004-D9E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-E0XX BJ7004E BJ KS57C0004-E0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-E2XX BJ7004E BJ KS57C0004-E2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-E3XX BJ7004E BJ KS57C0004-E3E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-E4XX BJ7004E BJ KS57C0004-E4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-E5XX BJ7004E BJ KS57C0004-E5E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-E6XX BJ7004E BJ KS57C0004-E6E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-E7XX BJ7004E BJ KS57C0004-E7E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-E8XX BJ7004E BJ KS57C0004-E8E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-E9XX BJ7004E BJ KS57C0004-E9E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-F0XX BJ7004E BJ KS57C0004-F0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-F1XX BJ7004E BJ KS57C0004-F1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-F2XX BJ7004E BJ KS57C0004-F2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-F4XX BJ7004E BJ KS57C0004-F4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-F5XX BJ7004E BJ KS57C0004-F5E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-F7XX BJ7004E BJ KS57C0004-F7E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-F8XX BJ7004E BJ KS57C0004-F8E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-F9XX BJ7004E BJ KS57C0004-F9E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-G1XX BJ7004E BJ KS57C0004-G1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-G2XX BJ7004E BJ KS57C0004-G2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-G3XX BJ7004E BJ KS57C0004-G3E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-G6XX BJ7004E BJ KS57C0004-G6E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-G7XX BJ7004E BJ KS57C0004-G7E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-G8XX BJ7004E BJ KS57C0004-G8E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-G9XX BJ7004E BJ KS57C0004-G9E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-H1XX BJ7004E BJ KS57C0004-H1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-H2XX BJ7004E BJ KS57C0004-H2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-H3XX BJ7004E BJ KS57C0004-H3E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-H4XX BJ7004E BJ KS57C0004-H4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-H5XX BJ7004E BJ KS57C0004-H5E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-H6XX BJ7004E BJ KS57C0004-H6E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-H7XX BJ7004E BJ KS57C0004-H7E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-H8XX BJ7004E BJ KS57C0004-H8E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-H9XX BJ7004E BJ KS57C0004-H9E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-J0XX BJ7004E BJ KS57C0004-J0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-J1XX BJ7004E BJ KS57C0004-J1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-J2XX BJ7004E BJ KS57C0004-J2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 81
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7004E-AVB-J3XX BJ7004E BJ KS57C0004-J3E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-J4XX BJ7004E BJ KS57C0004-J4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-K0XX BJ7004E BJ KS57C0004-K0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-K1XX BJ7004E BJ KS57C0004-K1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-K2XX BJ7004E BJ KS57C0004-K2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-K3XX BJ7004E BJ KS57C0004-K3E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-K4XX BJ7004E BJ KS57C0004-K4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-K5XX BJ7004E BJ KS57C0004-K5E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-K6XX BJ7004E BJ KS57C0004-K6E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-K7XX BJ7004E BJ KS57C0004-K7E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-K8XX BJ7004E BJ KS57C0004-K8E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-L0XX BJ7004E BJ KS57C0004-L0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-L1XX BJ7004E BJ KS57C0004-L1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-L2XX BJ7004E BJ KS57C0004-L2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-L3XX BJ7004E BJ KS57C0004-L3E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-L4XX BJ7004E BJ KS57C0004-L4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-L5XX BJ7004E BJ KS57C0004-L5E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-L6XX BJ7004E BJ KS57C0004-L6E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-L7XX BJ7004E BJ KS57C0004-L7E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-L8XX BJ7004E BJ KS57C0004-L8E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-L9XX BJ7004E BJ KS57C0004-L9E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-M0XX BJ7004E BJ KS57C0004-M0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-N1XX BJ7004E BJ KS57C0004-N1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-N2XX BJ7004E BJ KS57C0004-N2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-N3XX BJ7004E BJ KS57C0004-N3E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-N8XX BJ7004E BJ KS57C0004-N8E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-N9XX BJ7004E BJ KS57C0004N-N9E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-Z0XX BJ7004E BJ KS57C0004-Z0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-P0XX BJ7004E BJ KS57C0004-P0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-P1XX BJ7004E BJ KS57C0004-P1E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-Q2XX BJ7004E BJ KS57C0004-Q2E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-Q3XX BJ7004E BJ KS57C0004-Q3E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-Q4XX BJ7004E BJ KS57C0004-Q4E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-AVB-Q5XX BJ7004E BJ KS57C0004-Q5E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004E-BON-Z0XX BJ7004E BJ KS57C0004S-Z0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004P-AVD-01XX BJ7004P BJ KS57P0004N MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004P-BON-01XX BJ7004P BJ KS57P0004S KS57P0004S FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004X-AVD-01XX BJ7004X BJ KS57C0004-01 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7004X-BON-02XX BJ7004X BJ KS57C0004-02 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014D-AQD-00XX BJ7014D BJ KS57C0104-00 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7014D-AQD-01XX BJ7014D BJ KS57C0104-01 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7014E-00XX BJ7014E BJ KS57C0104-00E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-AQD-01XX BJ7014E BJ KS57C0104-01E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-AVD-01XX BJ7014E BJ KS57C0104-01E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-11XX BJ7014E BJ KS57C0104-11E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZC-12XX BJ7014E BJ KS57C0104-12E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-12XX BJ7014E BJ KS57C0104-12E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-14XX BJ7014E BJ KS57C0104-14E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-15XX BJ7014E BJ KS57C0104-15E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-19XX BJ7014E BJ KS57C0104-19E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-20XX BJ7014E BJ KS57C0104-20E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-AQD-25XX BJ7014E BJ KS57C0104-25E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-27XX BJ7014E BJ KS57C0104-27E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-28XX BJ7014E BJ KS57C0104-28E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-AQD-31XX BJ7014E BJ KS57C0104-31E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-32XX BJ7014E BJ KS57C0104-32E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-33XX BJ7014E BJ KS57C0104-33E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-38XX BJ7014E BJ KS57C0104-38E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-39XX BJ7014E BJ KS57C0104-39E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-40XX BJ7014E BJ KS57C0104-40E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-41XX BJ7014E BJ KS57C0104-41E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-AQD-42XX BJ7014E BJ KS57C0104-42E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-AQD-53XX BJ7014E BJ KS57C0104-53E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-AQD-Z0XX BJ7014E BJ KS57C0104N-Z0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014E-EZE-Z0XX BJ7014E BJ KS57C0104Q-Z0E 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-00XX BJ7014X BJ KS57C0104-00 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-06XX BJ7014X BJ KS57C0104-06 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZC-07XX BJ7014X BJ KS57C0104-07 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 82
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7014X-EZE-07XX BJ7014X BJ KS57C0104-07 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-09XX BJ7014X BJ KS57C0104-09 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZC-10XX BJ7014X BJ KS57C0104-10 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-10XX BJ7014X BJ KS57C0104-10 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZC-11XX BJ7014X BJ KS57C0104-11 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-11XX BJ7014X BJ KS57C0104-11 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZC-12XX BJ7014X BJ KS57C0104-12 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-12XX BJ7014X BJ KS57C0104-12 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-14XX BJ7014X BJ KS57C0104-14 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZC-15XX BJ7014X BJ KS57C0104-15 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-15XX BJ7014X BJ KS57C0104-15 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZC-19XX BJ7014X BJ KS57C0104-19 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-19XX BJ7014X BJ KS57C0104-19 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-20XX BJ7014X BJ KS57C0104-20 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-21XX BJ7014X BJ KS57C0104-21 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-EZE-23XX BJ7014X BJ KS57C0104-23 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7014X-AQD-25XX BJ7014X BJ KS57C0104-25 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018D-00XX BJ7018D BJ KS57C0108-00D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7018D-AQD-01XX BJ7018D BJ KS57C0108-01D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7018D-AVD-01XX BJ7018D BJ KS57C0108-01D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7018D-AQD-12XX BJ7018D BJ KS57C0108-12D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7018D-AQD-14XX BJ7018D BJ KS57C0108-14D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7018D-EZE-23XX BJ7018D BJ KS57C0108-23D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7018D-AQD-Z0XX BJ7018D BJ KS57C0108N-Z0D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7018D-EZE-Z0XX BJ7018D BJ KS57C0108Q-Z0D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7018P-AQD-01XX BJ7018P BJ KS57P0108N KS57C0108N FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018P-EZE-01XX BJ7018P BJ KS57P0108Q KS57C0108Q FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-00XX BJ7018X BJ KS57C0108-00X 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-AQD-05XX BJ7018X BJ KS57C0108-05 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-AQD-06XX BJ7018X BJ KS57C0108-06 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-AQD-09XX BJ7018X BJ KS57C0108-09 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-00XX BJ7018X BJ KS57C0108-0O 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-AQD-10XX BJ7018X BJ KS57C0108-10 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-AQD-12XX BJ7018X BJ KS57C0108-12 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-EZC-13XX BJ7018X BJ KS57C0108-13 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-EZE-13XX BJ7018X BJ KS57C0108-13 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-AQD-14XX BJ7018X BJ KS57C0108-14 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-AQD-15XX BJ7018X BJ KS57C0108-15 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-EZC-18XX BJ7018X BJ KS57C0108-18 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-EZE-19XX BJ7018X BJ KS57C0108-19 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-EZE-23XX BJ7018X BJ KS57C0108-23 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7018X-AQD-Z0XX BJ7018X BJ KS57C0108-Z0-MA 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7028D-00XX BJ7028D BJ KS57C0208-00D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7028D-BMA-01XX BJ7028D BJ KS57C0208-01D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7028D-BMA-10XX BJ7028D BJ KS57C0208-10D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7028D-BMC-Z0XX BJ7028D BJ KS57C0208S-Z0D 4BIT MICOM FAB3
- ----------------------------------------------------------------------------------------------------
BJ7028X-00XX BJ7028X BJ KS57C0208-00X 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7028X-BMA-10XX BJ7028X BJ KS57C0208-10 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7030X-ATB-01XX BJ7030X BJ KS57C0300- KS57E0300 FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-00XX BJ7032A BJ KS57C0302-00A 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKA-07XX BJ7032A BJ KS57C0302-07 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKC-07XX BJ7032A BJ KS57C0302-07 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKA-08XX BJ7032A BJ KS57C0302-08 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKC-08XX BJ7032A BJ KS57C0302-08 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKA-11XX BJ7032A BJ KS57C0302-11 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKC-11XX BJ7032A BJ KS57C0302-11 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKA-12XX BJ7032A BJ KS57C0302-12 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKC-12XX BJ7032A BJ KS57C0302-12 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKA-14XX BJ7032A BJ KS57C0302-14 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKC-14XX BJ7032A BJ KS57C0302-14 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKA-18XX BJ7032A BJ KS57C0302-18 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKC-18XX BJ7032A BJ KS57C0302-18 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-BKA-19XX BJ7032A BJ KS57C0302-19 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKA-21XX BJ7032A BJ KS57C0302-21 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKC-21XX BJ7032A BJ KS57C0302-21 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKA-23XX BJ7032A BJ KS57C0302-23 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKC-23XX BJ7032A BJ KS57C0302-23 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
BJ7032A-AKC-24XX BJ7032A BJ KS57C0302-24 4BIT MICOM FAB2
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 83
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7032A-AKA-26XX BJ7032A BJ KS57C0302-26 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-26XX BJ7032A BJ KS57C0302-26 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-27XX BJ7032A BJ KS57C0302-27 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-27XX BJ7032A BJ KS57C0302-27 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-31XX BJ7032A BJ KS57C0302-31 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-32XX BJ7032A BJ KS57C0302-32 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-32XX BJ7032A BJ KS57C0302-32 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-33XX BJ7032A BJ KS57C0302-33 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-33XX BJ7032A BJ KS57C0302-33 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-34XX BJ7032A BJ KS57C0302-34 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-34XX BJ7032A BJ KS57C0302-34 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-35XX BJ7032A BJ KS57C0302-35 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-41XX BJ7032A BJ KS57C0302-41 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-BKA-45XX BJ7032A BJ KS57C0302-45 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-46XX BJ7032A BJ KS57C0302-46 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-46XX BJ7032A BJ KS57C0302-46 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-47XX BJ7032A BJ KS57C0302-47 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-47XX BJ7032A BJ KS57C0302-47 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-48XX BJ7032A BJ KS57C0302-48 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-48XX BJ7032A BJ KS57C0302-48 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-49XX BJ7032A BJ KS57C0302-49 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-49XX BJ7032A BJ KS57C0302-49 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-50XX BJ7032A BJ KS57C0302-50 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-50XX BJ7032A BJ KS57C0302-50 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-51XX BJ7032A BJ KS57C0302-51 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-51XX BJ7032A BJ KS57C0302-51 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-BKA-52XX BJ7032A BJ KS57C0302-52 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-BKA-56XX BJ7032A BJ KS57C0302-56 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-57XX BJ7032A BJ KS57C0302-57 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-BKA-58XX BJ7032A BJ KS57C0302-58 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-BKA-60XX BJ7032A BJ KS57C0302-60 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-61XX BJ7032A BJ KS57C0302-61 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-62XX BJ7032A BJ KS57C0302-62 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-BKA-63XX BJ7032A BJ KS57C0302-63 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-65XX BJ7032A BJ KS57C0302-65 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-66XX BJ7032A BJ KS57C0302-66 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-68XX BJ7032A BJ KS57C0302-68 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-BKA-69XX BJ7032A BJ KS57C0302-69 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-70XX BJ7032A BJ KS57C0302-70 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-71XX BJ7032A BJ KS57C0302-71 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-71XX BJ7032A BJ KS57C0302-71 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-BKA-82XX BJ7032A BJ KS57C0302-82 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-83XX BJ7032A BJ KS57C0302-83 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-BKA-84XX BJ7032A BJ KS57C0302-84 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-85XX BJ7032A BJ KS57C0302-85 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-BKA-86XX BJ7032A BJ KS57C0302-86 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-A0XX BJ7032A BJ KS57C0302-A0 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKC-A1XX BJ7032A BJ KS57C0302-A1 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-02XP BJ7032A BJ KS57C0302P-02CC 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032A-AKA-24XX BJ7032A BJ KS57C0302S-24 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ 7032D-AKC-01XX BJ7032D BJ KS57C0302-01D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7032D-AKA-31XX BJ7032D BJ KS57C0302-31D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7032D-AKC-31XX BJ7032D BJ KS57C0302-31D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7032D-AKA-01XX BJ7032D BJ KS57C0302D-01 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7032D-AKC-02XX BJ7032D BJ KS57C0302D-02 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7032G-AKC-89XX BJ7032G BJ KS57C0301-89G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-B6XX BJ7032G BJ KS57C0301-B6G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-B8XX BJ7032G BJ KS57C0301-B8G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-C0XX BJ7032G BJ KS57C0301-C0G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-C3XX BJ7032G BJ KS57C0301-C3G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-C5XX BJ7032G BJ KS57C0301-C5G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-C6XX BJ7032G BJ KS57C0301-C6G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-C7XX BJ7032G BJ KS57C0301-C7G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-D2XX BJ7032G BJ KS57C0301-D2G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-D3XX BJ7032G BJ KS57C0301-D3G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-D5XX BJ7032G BJ KS57C0301-D5G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-D7XX BJ7032G BJ KS57C0301-07G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-F7XX BJ7032G BJ KS57C0301-F7G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
</TABLE>
<PAGE> 84
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7032G-AKC-F8XX BJ7032G BJ KS57C0301-F8G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-00XX B17032G BJ KS57C0302-00G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKA-01XX BJ7032G BJ KS57C0302-01G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-01XX BJ7032G BJ KS57C0302-01G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-14XX B17032G BJ KS57C0302-14G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-15XX BJ7032G BJ KS57C0302-15G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-16XX BJ7032G BJ KS57C0302-16G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-31XX BJ7032G BJ KS57C0302-31G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-35XX BJ7032G BJ KS57C0302-35G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-41XX BJ7032G BJ KS57C0302-41G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-58XX BJ7032G BJ KS57C0302-58G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-60XX BJ7032G BJ KS57C0302-60G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-63XX BJ7032G BJ KS57C0302-63G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-68XX BJ7032G BJ KS57C0302-68G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-82XX BJ7032G BJ KS57C0302-82G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-84XX BJ7032G BJ KS57C0302-84G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-85XX BJ7032G BJ KS57C0302-85G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-86XX BJ7032G BJ KS57C0302-86G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-A2XX BJ7032G BJ KS57C0302-A2G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-A3XX BJ7032G BJ KS57C0302-A3G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-A4XX BJ7032G BJ KS57C0302-A4G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-A5XX BJ7032G BJ KS57C0302-A5G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-A6XX BJ7032G BJ KS57C0302-A6G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-A7XX BJ7032G BJ KS57C0302-A7G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-A8XX BJ7032G BJ KS57C0302-A8G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-A9XX BJ7032G BJ KS57C0302-A9G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-B0XX BJ7032G BJ KS57C0302-B0G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-B1XX BJ7032G BJ KS57C0302-B1G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-B2XX BJ7032G BJ KS57C0302-B2G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-B7XX BJ7032G BJ KS57C0302-B7G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-B9XX BJ7032G BJ KS57C0302-B9G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-C1XX BJ7032G BJ KS57C0302-C1G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-C2XX BJ7032G BJ KS57C0302-C2G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-C4XX BJ7032G BJ KS57C0302-C4G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-C8XX BJ7032G BJ KS57C0302-C8G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-C9XX BJ7032G BJ KS57C0302-C9G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-D1XX BJ7032G BJ KS57C0302-D1G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-D6XX BJ7032G BJ KS57C0302-D6G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-D8XX BJ7032G BJ KS57C0302-D8G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-D9XX BJ7032G BJ KS57C0302-D9G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-E0XX BJ7032G BJ KS57C0302-E0G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-E1XX BJ7032G BJ KS57C0302-E1G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKC-F0XX BJ7032G BJ KS57C0302-F0G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-F6XX BJ7032G BJ KS57C0302-F6G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-BKA-Z0XX BJ7032G BJ KS57C0302S-Z0G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032G-AKA-Z0XX BJ7032G BJ KS57C0302-Z0G 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7032X-AKA-Z1XX BJ7032X BJ KS57C0302-Z1-MA 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7048D-EZE-15XX BJ7048D BJ KS57C0404-15D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-EZE-19XX BJ7048D BJ KS57C0404-19D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-EZE-25XX BJ7048D BJ KS57C0404-25D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-AQD-01XX BJ7048D BJ KS57C0408-01D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-EZE-11XX BJ7048D BJ KS57C0408-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-EZE-12XX BJ7048D BJ KS57C0408-12D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-EZE-13XX BJ7048D BJ KS57C0408-13D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-EZE-14XX BJ7048D BJ KS57C0408-14D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-EZE-16XX BJ7048D BJ KS57C0408-16D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-AQD-17XX BJ7048D BJ KS57C0408-17D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-EZE-18XX BJ7048D BJ KS57C0408-18D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-EZE-20XX BJ7048D BJ KS57C0408-20D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-AQD-Z0XX BJ7048D BJ KS57C0408N-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7048D-EZE-Z0XX BJ7048D BJ KS57C0408Q-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-BON-28XX BJ7054D BJ KS57C0502-28D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-BON-33XX BJ7054D BJ KS57C0502-33D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-AVB-34XX BJ7054D BJ KS57C0502-34D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-AVB-35XX BJ7054D BJ KS57C0502-35D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-64XX BJ7054D BJ KS57C0502-64D 4BIT MICOM FA83
- -----------------------------------------------------------------------------------
BJ7054D-AVB-65XX BJ7054D BJ KS57C0502-65D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-AVB-69XX BJ7054D BJ KS57C0502-69D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
</TABLE>
<PAGE> 85
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7054D-AVB-01XX BJ7054D BJ KS57C0504-01D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-BON-11XX BJ7054D BJ KS57C0504-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-12XX BJ7054D BJ KS57C0504-12D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-13XX BJ7054D BJ KS57C0504-13D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-14XX BJ7054D BJ KS57C0504-14D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-16XX BJ7054D BJ KS57C0504-16D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-17XX BJ7054D BJ KS57C0504-17D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-18XX BJ7054D BJ KS57C0504-18D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-25XX BJ7054D BJ KS57C0504-25D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-26XX BJ7054D BJ KS57C0504-26D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-AVB-32XX BJ7054D BJ KS57C0504-32D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-AVB-61XX BJ7054D BJ KS57C0504-61D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-AVB-62XX BJ7054D BJ KS57C0504-62D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-AVB-63XX BJ7054D BJ KS57C0504-63D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ70540-AVB-66XX BJ7054D BJ KS57C0504-66D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ70540-B0N-67XX BJ7054D BJ KS57C0504-67D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-68XX BJ7054D BJ KS57C0504-68D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-AVB-Z0XX BJ7054D BJ KS57C0504N-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7054D-B0N-Z0XX BJ7054D BJ KS57C0504S-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7200X-ECB-01XX BJ720OX BJ KS57E2000-01 KS57E2000-01 FAB2
- -----------------------------------------------------------------------------------
BJ7205D-00XX BJ7205D BJ KS57C2016-00D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-0 1XX BJ7205D BJ KS57C2016-01D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-13XX BJ7205D BJ KS57C2016-13D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-17XX BJ7205D BJ KS57C2016-17D 481T MICOM FAB3
- -----------------------------------------------------------------------------------
BJ72050-EXF-35XX BJ7205D BJ KS57C2016-35D 481T MICOM FA83
- -----------------------------------------------------------------------------------
BJ7205D-EXF-38XX BJ7205D BJ KS57C2016-38D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ72050-EXF-42XX BJ7205D BJ KS57C2016-42D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-44XX BJ7205D BJ KS57C2016-44D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-44XX BJ7205D BJ KS57C2016-44D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ72050-EXF-46XX BJ7205D BJ KS57C2016-46D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-47XX BJ7205D BJ KS57C2016-47D 461T MICOM FAB3
- -----------------------------------------------------------------------------------
BJ72050-EXF-49XX BJ7205D BJ KS57C2016-49D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-52XX BJ7205D BJ KS57C2016-52D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-53XX BJ7205D BJ KS57C2016-53D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-55XX BJ7205D BJ KS57C2016-55D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-57XX BJ7205D BJ KS57C2016-57D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-59XX BJ7205D BJ KS57C2016-59D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-60XX BJ7205D BJ KS57C2016-60D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-63XX BJ7205D BJ KS57C2016-63D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-65XX BJ7205D BJ KS57C2016-65D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-68XX BJ7205D BJ KS57C2016-68D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-71XX BJ7205D BJ KS57C2016-71D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-72XX BJ7205D BJ KS57C2016-72D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-73XX BJ7205D BJ KS57C2016-73D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-74XX BJ7205D BJ KS57C2016-74D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-78XX BJ7205D BJ KS57C2016-78D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205D-EXF-Z0XX BJ7205D BJ KS57C2016Q-Z0D 481T MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7205P-EXF-01XX BJ7205P BJ KS57P2016Q KS57P2016Q FAB2
- -----------------------------------------------------------------------------------
BJ7205X-00XX BJ7205X BJ KS57C2016-00X 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-01XX BJ7205X BJ KS57C2016-01 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXC-02XX BJ7205X BJ KS57C2016-02 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-02XX BJ7205X BJ KS57C2016-02 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-13XX BJ7205X BJ KS57C2016-13 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-16XX BJ7205X BJ KS57C2016-16 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-17XX BJ7205X BJ KS57C2016-17 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-31XX BJ7205X BJ KS57C2016-31 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-34XX BJ7205X BJ KS57C2016-34 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-35XX BJ7205X BJ KS57C2016-35 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-36XX BJ7205X BJ KS57C2016-36 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-37XX BJ7205X BJ KS57C2016-37 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-38XX BJ7205X BJ KS57C2016-38 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-39XX BJ7205X BJ KS57C2016-39 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-40XX BJ7205X BJ KS57C2016-40 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-41XX BJ7205X BJ KS57C2016-41 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-42XX BJ7205X BJ KS57C2016-42 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-44XX BJ7205X BJ KS57C2016-44 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-45XX BJ7205X BJ IKS57C2016-45 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXF-50XX BJ7205X BJ IKS57C2016-50 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
</TABLE>
<PAGE> 86
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7205X-EXF-51XX BJ7205X BJ KS57C2016-51 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7205X-EXC-Z1XX BJ7205X BJ KS57C2016-Z1-MA 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7212D-00XX BJ7212D BJ KS57C2102-00D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-AND-01XX BJ7212D BJ KS57C2102-01D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-ANJ-01XX BJ7212D BJ KS57C2102-01D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-BNE-11XX BJ7212D BJ KS57C2102-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-ANJ-20XX BJ7212D BJ KS57C2102-20D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-ANJ-21XX BJ7212D BJ KS57C2102-21D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-BNE-22XX BJ7212D BJ KS57C2102-22D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-ANJ-24XX BJ7212D BJ KS57C2102-24D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-ANJ-25XX BJ7212D BJ KS57C2102-25D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-ANJ-31XX BJ7212D BJ KS57C2102-31D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-ANJ-32XX BJ7212D BJ KS57C2102-32D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212D-AND-Z0XX BJ7212D BJ KS57C2102-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7212X-00XX BJ7212X BJ KS57C2102-00X 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7212X-00XX BJ7212X BJ KS57C2102-00 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7212X-ANJ -10XX BJ7212X BJ KS57C2102-10 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7212X-ANJ-17XX BJ7212X BJ KS57C2102-17 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7212X-ANJ-20XX BJ7212X BJ KS57C2102-20 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7212X-ANJ-21XX BJ7212X BJ KS57C2102-21 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7212X-BNE-22XX BJ7212X BJ KS57C2102-22 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7222D-00XX BJ7222D BJ KS57C2202-00D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7222D-ETF-01XX BJ7222D BJ KS57C2202-01D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ72220-ETF-B0XX BJ7222D BJ KS57C2202-B0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7222D-ETF-Z0XX BJ7222D BJ KS57C2202Q-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7222X-00XX BJ7222X BJ KS57C2202-00X 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7234X-ETF-22XX BJ7234X BJ KS57C2302-22 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7234X-ETF-26XX BJ7234X BJ KS57C2302-26 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7234X-ETF-01XX BJ7234X BJ KS57C2304-01 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7234X-ETF-02XX BJ7234X BJ KS57C2304-02 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7234X-ETF-27XX BJ7234X BJ KS57C2304-27 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7234X-ETF-33XX BJ7234X BJ KS57C2304-33 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7234X-ETF-Z0XX BJ7234X BJ KS57C2304Q-Z0D 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7235D-EWD-11XX BJ7235D BJ KS57C2308-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ 7235D-EWD-12XX BJ7235D BJ KS57C2308-12D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-13XX BJ7235D BJ KS57C2308-13D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-14XX BJ7235D BJ KS57C2308-14D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-15XX BJ7235D BJ KS57C2308-15D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-17XX BJ7235D BJ KS57C2308-17D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-18XX BJ7235D BJ KS57C2308-18D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-19XX BJ7235D BJ KS57C2308-19D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-26XX BJ7235D BJ KS57C2308-26D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-27XX BJ7235D BJ KS57C2308-27D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-33XX BJ7235D BJ KS57C2308-33D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-34XX BJ7235D BJ KS57C2308-34D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-35XX BJ7235D BJ KS57C2308-35D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-01XX BJ7235D BJ KS57C2316-01D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-02XX BJ7235D BJ KS57C2316-02 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7235D-EWD-Z0XX BJ7235D BJ KS57C2316Q-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------
BJ7238X-EWD-01XX BJ7238X BJ KS57C2308-01 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7240X-ECB-01XX BJ7240X BJ KS57E2400 MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7243X-EWD-53XX BJ7243X BJ KS57C2408-53 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245E-EWD-Z0XX BJ7245E BJ KS57C2416AQ-Z0E 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245P-EWE-01XX BJ7245P BJ KS57P2416-01 MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245P-EWD-01XX BJ7245P BJ KS57P2416Q KS57P2416Q FAB2
- -----------------------------------------------------------------------------------
BJ7245X-00XX BJ7245X BJ KS57C2416-00 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWD-01XX BJ7245X BJ KS57C2416-01 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWE-02XX BJ7245X BJ KS57C2416-02 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWG-02X3 BJ7245X BJ KS57C2416-02 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWG-03X3 BJ7245X BJ KS57C2416-03 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWG-03XX BJ7245X BJ KS57C2416-03 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWD-04XX BJ7245X BJ KS57C2416-04 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWD-16XX BJ7245X BJ KS57C2416-16 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWD-17XX BJ7245X BJ KS57C2416-17 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWD-18XX BJ7245X BJ KS57C2416-18 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWD-19XX BJ7245X BJ KS57C2416-19 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWD-22XX BJ7245X BJ KS57C2416-22 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWD-30XX BJ7245X BJ KS57C2416-30 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
</TABLE>
<PAGE> 87
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7245X-EWD-31XX BJ7245X BJ KS57C2416-31 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7245X-EWD-32XX BJ7245X BJ KS57C2416-32 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248A-EWD-01XX BJ7248A BJ KS57C2408S-01 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248E-EWD-Z0XX BJ7248E BJ KS57C2408AQ-ZOE 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-00XX BJ7248X BJ KS57C2408-00X 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWB-05XX BJ7248X BJ KS57C2408-05 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWA-07XX BJ7248X BJ KS57C2408-07 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-09XX BJ7248X BJ KS57C2408-09 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWA-15XX BJ7248X BJ KS57C2408-15 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWB-15XX BJ7248X BJ KS57C2408-15 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWB-17XX BJ7248X BJ KS57C2408-17 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWB-18XX BJ7248X BJ KS57C2408-18 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWB-20XX BJ7248X BJ KS57C2408-20 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWB-21 XX BJ7248X BJ KS57C2408-21 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWB-23XX BJ7248X BJ KS57C2408-23 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-26XX BJ7248X BJ KS57C2408-26 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWB-27XX BJ7248X BJ KS57C2408-27 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-27XX BJ7248X BJ KS57C2408-27 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWB-28XX BJ7248X BJ KS57C2408-28 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ724SX-EWD-28XX BJ7248X BJ KS57C2408-28 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-31 XX BJ7248X BJ KS57C2408-31 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWC-32XX BJ7248X BJ KS57C2408-32 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-32XX BJ7248X BJ KS57C2408-32 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-33XX BJ7248X BJ KS57C2408-33 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-35XX BJ7248X BJ KS57C2408-35 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-39XX BJ7248X BJ KS57C2408-39 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-40XX BJ7248X BJ KS57C2408-40 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ724SX-EWD-42XX BJ7248X BJ KS57C2408-42 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-44XX BJ7248X BJ KS57C2408-44 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-45XX BJ7248X BJ KS57C2408-45 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-46XX BJ7248X BJ KS57C2408-46 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-47XX BJ7248X BJ KS57C2408-47 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-48XX BJ7248X BJ KS57C2408-48 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-49XX BJ7248X BJ KS57C2408-49 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-51XX BJ7248X BJ KS57C2408-51 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-52XX BJ7248X BJ KS57C2408-52 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-53XX BJ7248X BJ KS57C2408-53 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-56XX BJ7248X BJ KS57C2408-56 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-57XX BJ7248X BJ KS57C2408-57 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-58XX BJ7248X BJ KS57C2408-58 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-60XX BJ7248X BJ KS57C2408-60 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-61XX BJ7248X BJ KS57C2408-61 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ724SX-EWD-62XX BJ7248X BJ KS57C2408-62 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-63XX BJ7248X BJ KS57C2408-63 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-64XX BJ7248X BJ KS57C2408-64 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ724SX-EWD-65XX BJ7248X BJ KS57C2408-65 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-66XX BJ7248X BJ KS57C2408-66 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ724SX-EWD-67XX BJ7248X BJ KS57C2408-67 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-68XX BJ7248X BJ KS57C2408-68 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-71XX BJ7248X BJ KS57C2408-71 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-81XX BJ7248X BJ KS57C2408-81 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-82XX BJ7248X BJ KS57C2408-82 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-88XX BJ7248X BJ KS57C2408-88 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-90XX BJ7248X BJ KS57C2408-90 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-96XX BJ7248X BJ KS57C2408-96 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-98XX BJ7248X BJ KS57C2408-98 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-99XX BJ7248X BJ KS57C2408-99 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-A0XX BJ7248X BJ KS57C2408-A0 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-B3XX BJ7248X BJ KS57C2408-B3 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-B4XX BJ7248X BJ KS57C2408-B4 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWD-C0XX BJ7248X BJ KS57C2408-C0 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWA-Z0XX BJ7248X BJ KS57C2408-Z0-MA 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7248X-EWB-ZlXX BJ7248X BJ KS57C2408-Z1-MA 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7250A-ECB-01XX BJ7250A BJ KS57E2500-01 KS57E2500-01 FAB2
- -----------------------------------------------------------------------------------
BJ7250X-ECB-01XX BJ7250X BJ KS57E2500-01 MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7254A-00XX BJ7254A BJ KS57C2504-00A 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7254A-EWD-44XX BJ7254A BJ KS57C2504-44 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
BJ7254A-87XP BJ7254A BJ KS57C2504P-87CC 4BIT MICOM FAB2
- -----------------------------------------------------------------------------------
</TABLE>
<PAGE> 88
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7254A-88XP BJ7254A BJ KS57C2504P-88CC 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-00XX BJ7254D BJ KS57C2504-00D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWF-01XX BJ7254D BJ KS57C2504-01 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-01XX BJ7254D BJ KS57C2504-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-41XX BJ7254D BJ KS57C2504-41D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-B3XX BJ7254D BJ KS57C2504-B3D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-C5XX BJ7254D BJ KS57C2504-C5D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-C6XX BJ7254D BJ KS57C2504-C6D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-D4XX BJ7254D BJ KS57C2504-D4D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-D8XX BJ7254D BJ KS57C2504-D8D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-E2XX BJ7254D BJ KS57C2504-E2D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-E8XX BJ7254D BJ KS57C2504-E8D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-G3XX BJ7254D BJ KS57C2504-G3D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-Z0XX BJ7254D BJ KS57C2504Q-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254D-EWD-Z1XX BJ7254D BJ KS57C2504-Z1-MA 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254X-00XX BJ7254X BJ KS57C2504-00X 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7254X-0OXX BJ7254X BJ KS57C2504-0O 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265A-EXF-00XX BJ7265A BJ KS57C2616-00 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265A-EXF-02XX BJ7265A BJ KS57C2616-02 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265A-EXF-01XX BJ7265A BJ KS57C2616A-01 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-00XX BJ7265D BJ KS57C2616-00D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-01XX BJ7265D BJ KS57C2616-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-07XX BJ7265D BJ KS57C2616-07D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-08XX BJ7265D BJ KS57C2616-08D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-16XX BJ7265D BJ KS57C2616-16D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-73XX BJ7265D BJ KS57C2616-73D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-77XX BJ7265D BJ KS57C2616-77D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-86XX BJ7265D BJ KS57C2616-86D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-89XX BJ7265D BJ KS57C2616-89D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-95XX BJ7265D BJ KS57C2616-95D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-A7XX BJ7265D BJ KS57C2616-A7D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-B3XX BJ7265D BJ KS57C2616-B3D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-D4XX BJ7265D BJ KS57C2616-D4D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-D8XX BJ7265D BJ KS57C2616-D8D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-E1XX BJ7265D BJ KS57C2616-E1D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-E4XX BJ7265D BJ KS57C2616-E4D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-E5XX BJ7265D BJ KS57C2616-E5D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-J4XX BJ7265D BJ KS57C2616-J4D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-K3XX BJ7265D BJ KS57C2616-K3D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-K4XX BJ7265D BJ KS57C2616-K4D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-K7XX BJ7265D BJ KS57C2616-K7D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-K8XX BJ7265D BJ KS57C2616-K8D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-L1XX BJ7265D BJ KS57C2616-L1D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-M2XX BJ7265D BJ KS57C2616-M2D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-M3XX BJ7265D BJ KS57C2616-M3D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-N9XX BJ7265D BJ KS57C2616-N9D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-NJXX BJ7265D BJ KS57C2616-NJD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-NVXX BJ7265D BJ KS57C2616-NVD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-NWXX BJ7265D BJ KS57C2616-NWD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-NXXX BJ7265D BJ KS57C2616-NXD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-QHXP BJ7265D BJ KS57C2616P-QHDCC 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-PSXX BJ7265D BJ KS57C2616-PSD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-PUXX BJ7265D BJ KS57C2616-PUD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-PVXX BJ7265D BJ KS57C2616-PVD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-PYXX BJ7265D BJ KS57C2616-PYD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-QMXX BJ7265D BJ KS57C2616-QMD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-QNXX BJ7265D BJ KS57C2616-QND 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-QTXX BJ7265D BJ KS57C2616-QTD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-QUXX BJ7265D BJ KS57C2616-QUD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-QYXX BJ7265D BJ KS57C2616-QYD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-Z0XX BJ7265D BJ KS57C2616Q-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-QZXX BJ7265D BJ KS57C2616-QZD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-RAXX BJ7265D BJ KS57C2616-RAD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-RDXX BJ7265D BJ KS57C2616-RDD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-RHXX BJ7265D BJ KS57C2616-RHD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-RJXX BJ7265D BJ KS57C2616-RJD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-RPXX BJ7265D BJ KS57C2616-RPD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-RRXX BJ7265D BJ KS57C2616-RRD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 89
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-RTXX BJ7265D BJ KS57C2616-RTD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-RWXX BJ7265D BJ KS57C2616-RWD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-RZXX BJ7265D BJ KS57C2616-RZD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-SKXX BJ7265D BJ KS57C2616-SKD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-SRXX BJ7265D BJ KS57C2616-SRD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-TFXX BJ7265D BJ KS57C2616-TFD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-THXX BJ7265D BJ KS57C2616-THD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-TJXX BJ7265D BJ KS57C2616-TJD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-TKXX BJ7265D BJ KS57C2616-TKD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-TLXX BJ7265D BJ KS57C2616-TLD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-TMXX BJ7265D BJ KS57C2616-TMD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-TQXX BJ7265D BJ KS57C2616-TQD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-TXXX BJ7265D BJ KS57C2616-TXD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-TYXX BJ7265D BJ KS57C2616-TYD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-TZXX BJ7265D BJ KS57C2616-TZD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-UAXX BJ7265D BJ KS57C2616-UAD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-UJXX BJ7265D BJ KS57C2616-UJD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-UKXX BJ7265D BJ KS57C2616-UKD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-ULXX BJ7265D BJ KS57C2616-ULD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-UMXX BJ7265D BJ KS57C2616-UMD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-VAXX BJ7265D BJ KS57C2616-VAD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-VBXX BJ7265D BJ KS57C2616-VBD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-WCXX BJ7265D BJ KS57C2616-WCD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-WFXX BJ7265D BJ KS57C2616-WFD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-WGXX BJ7265D BJ KS57C2616-WGD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-WHXX BJ7265D BJ KS57C2616-WHD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-XBXX BJ7265D BJ KS57C2616-XBD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-XBXX BJ7265D BJ KS57C2616-XBD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265D-EXF-Z1XX BJ7265D BJ KS57C2616-Z1-MA 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265P-EXF-01XX BJ7265P BJ KS57C2616Q K57C2616Q FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265Q-EXF-01XX BJ7265Q BJ KS57C2616AQ K57C2616AQ FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-00XX BJ7265X BJ KS57C2616-00X 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXC-01XX BJ7265X BJ KS57C2616-01 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-07XX BJ7265X BJ KS57C2616-07 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-12XX BJ7265X BJ KS57C2616-12 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-16XX BJ7265X BJ KS57C2616-16 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-18XX BJ7265X BJ KS57C2616-18 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-20XX BJ7265X BJ KS57C2616-20 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-22XX BJ7265X BJ KS57C2616-22 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-23XX BJ7265X BJ KS57C2616-23 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-30XX BJ7265X BJ KS57C2616-30 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-39XX BJ7265X BJ KS57C2616-39 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-58XX BJ7265X BJ KS57C2616-58 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-73XX BJ7265X BJ KS57C2616-73 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-86XX BJ7265X BJ KS57C2616-86 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-95XX BJ7265X BJ KS57C2616-95 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-A0XX BJ7265X BJ KS57C2616-A0 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-A7XX BJ7265X BJ KS57C2616-A7 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-B1XX BJ7265X BJ KS57C2616-B1 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-B3XX BJ7265X BJ KS57C2616-B3 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-C3XX BJ7265X BJ KS57C2616-C3 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-C4XX BJ7265X BJ KS57C2616-C4 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-C6XX BJ7265X BJ KS57C2616-C6 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-D4XX BJ7265X BJ KS57C2616-D4 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-D5XX BJ7265X BJ KS57C2616-D5 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-E1XX BJ7265X BJ KS57C2616-E1 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-E3XX BJ7265X BJ KS57C2616-E3 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-E4XX BJ7265X BJ KS57C2616-E4 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-E5XX BJ7265X BJ KS57C2616-E5 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-H8XX BJ7265X BJ KS57C2616-H8 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-J4XX BJ7265X BJ KS57C2616-J4 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-K2XX BJ7265X BJ KS57C2616-K2 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-K3XX BJ7265X BJ KS57C2616-K3 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-K4XX BJ7265X BJ KS57C2616-K4 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-K7XX BJ7265X BJ KS57C2616-K7 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-L4XX BJ7265X BJ KS57C2616-L4 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-L9XX BJ7265X BJ KS57C2616-L9 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-M1XX BJ7265X BJ KS57C2616-M1 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 90
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-M2XX BJ7265X BJ KS57C2616-M2 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-BKA-M3XX BJ7265X BJ KS57C2616-M3 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-BOXP BJ7265X BJ KS57C2616-BOCC 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7265X-EXF-Z1XX BJ7265X BJ KS57C2616-Z1-MA 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7295D-EWD-01XX BJ7295D BJ KS57C2916-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7295D-EWD-02XX BJ7295D BJ KS57C2916-02D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72A8D-EXF-00XX BJ72A8D BJ KS57C21008-00D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72A8D-EXF-01XX BJ72A8D BJ KS57C21008-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72A8D-EXF-51XX BJ72A8D BJ KS57C21008-51D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72A8D-EXF-Z0XX BJ72A8D BJ KS57C21008-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72A8D-EXF-Z1XX BJ72A8D BJ KS57C21008-Z1-MA 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72A8E-ATA-01XX BJ72A8E BJ KS57C21008 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72A8E-EXF-01XX BJ72A8E BJ KS57C21008-01E-01 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72A8X-EXF-01XX BJ72A8X BJ KS57C21008 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72B0D-EEJ-01XX BJ72B0D BJ KS57E21100 K57E21100 FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-00XX BJ72D8D BJ KS57C21308-00D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-01XX BJ72D8D BJ KS57C21308-01 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-10XX BJ72D8D BJ KS57C21308-10D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-11XX BJ72D8D BJ KS57C21308-11D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-12XX BJ72D8D BJ KS57C21308-12D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-13XX BJ72D8D BJ KS57C21308-13D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-38XX BJ72D8D BJ KS57C21308-38 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-92XX BJ72D8D BJ KS57C21308-92D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-A2XX BJ72D8D BJ KS57C21308-A2D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-68XW BJ72D8D BJ KS57C21308-68DWD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-Z0XX BJ72D8D BJ KS57C21308Q-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8D-EXF-Z1XX BJ72D8D BJ KS57C21308-Z1-MA 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72D8X-EXF-01XX BJ72D8X BJ KS57C21308 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72E8D-EXF-01XX BJ72E8D BJ KS57C21408-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72E8D-EXF-02XX BJ72E8D BJ KS57C21408-02D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72E8D-EXF-13XX BJ72E8D BJ KS57C21408-13D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ72E8D-EXF-Z0XX BJ72E8D BJ KS57C21408Q-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7300X-ECB-01XX BJ7300X BJ KS57E3000-01 K57E3000-01 FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-00XX BJ7305A BJ KS57C3016-00A 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-05XX BJ7305A BJ KS57C3016-05 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-15XX BJ7305A BJ KS57C3016-15 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-26XX BJ7305A BJ KS57C3016-26 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-34XX BJ7305A BJ KS57C3016-34 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-35XX BJ7305A BJ KS57C3016-35 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-37XX BJ7305A BJ KS57C3016-37 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-38XX BJ7305A BJ KS57C3016-38 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-39XX BJ7305A BJ KS57C3016-39 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-40XX BJ7305A BJ KS57C3016-40 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-41XX BJ7305A BJ KS57C3016-41 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-42XX BJ7305A BJ KS57C3016-42 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-43XX BJ7305A BJ KS57C3016-43 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-45XX BJ7305A BJ KS57C3016-45 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-49XX BJ7305A BJ KS57C3016-49 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-50XX BJ7305A BJ KS57C3016-50 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-51XX BJ7305A BJ KS57C3016-51 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-52XX BJ7305A BJ KS57C3016-52 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-61XX BJ7305A BJ KS57C3016-61 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-62XX BJ7305A BJ KS57C3016-62 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305A-EXF-63XX BJ7305A BJ KS57C3016-63 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-00XX BJ7305D BJ KS57C3016-00D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-01XX BJ7305D BJ KS57C3016-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-26XX BJ7305D BJ KS57C3016-26D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-45XX BJ7305D BJ KS57C3016-45D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-50XX BJ7305D BJ KS57C3016-50D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-52XX BJ7305D BJ KS57C3016-52D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-53XX BJ7305D BJ KS57C3016-53D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-54XX BJ7305D BJ KS57C3016-54D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-55XX BJ7305D BJ KS57C3016-55D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-56XX BJ7305D BJ KS57C3016-56D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-62XX BJ7305D BJ KS57C3016-62D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-63XX BJ7305D BJ KS57C3016-63D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-64XX BJ7305D BJ KS57C3016-64D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-65XX BJ7305D BJ KS57C3016-65D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 91
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-66XX BJ7305D BJ KS57C3016-66D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-67XX BJ7305D BJ KS57C3016-67D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-68XX BJ7305D BJ KS57C3016-68D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-69XX BJ7305D BJ KS57C3016-69D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-70XX BJ7305D BJ KS57C3016-70D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-76XX BJ7305D BJ KS57C3016-76D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-77XX BJ7305D BJ KS57C3016-77D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-79XX BJ7305D BJ KS57C3016-79D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-80XX BJ7305D BJ KS57C3016-80D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-81XX BJ7305D BJ KS57C3016-81D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-82XX BJ7305D BJ KS57C3016-82D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-83XX BJ7305D BJ KS57C3016-83D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-84XX BJ7305D BJ KS57C3016-84D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-85XX BJ7305D BJ KS57C3016-85D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305D-EXF-86XX BJ7305D BJ KS57C3016-86D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305P-EXF-01XX BJ7305P BJ KS57C3016Q K57C3016Q FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXC-01XX BJ7305X BJ KS57C3016-01 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXA-02XX BJ7305X BJ KS57C3016-02 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXC-05XX BJ7305X BJ KS57C3016-05 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-05XX BJ7305X BJ KS57C3016-05 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXA-07XX BJ7305X BJ KS57C3016-07 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-07XX BJ7305X BJ KS57C3016-07 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXA-08XX BJ7305X BJ KS57C3016-08 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-08XX BJ7305X BJ KS57C3016-08 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXA-09XX BJ7305X BJ KS57C3016-09 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-09XX BJ7305X BJ KS57C3016-09 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-13XX BJ7305X BJ KS57C3016-13 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-16XX BJ7305X BJ KS57C3016-16 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-17XX BJ7305X BJ KS57C3016-17 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-19XX BJ7305X BJ KS57C3016-19 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-20XX BJ7305X BJ KS57C3016-20 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-21XX BJ7305X BJ KS57C3016-21 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-22XX BJ7305X BJ KS57C3016-22 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-23XX BJ7305X BJ KS57C3016-23 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-24XX BJ7305X BJ KS57C3016-24 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-28XX BJ7305X BJ KS57C3016-28 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-29XX BJ7305X BJ KS57C3016-29 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-35XX BJ7305X BJ KS57C3016-35 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXF-36XX BJ7305X BJ KS57C3016-36 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7305X-EXA-Z0XX BJ7305X BJ KS57C3016-Z0-MA 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7315D-EXF-Z0XX BJ7315D BJ KS57C3016Q-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-40XX BJ7318D BJ KS57C3104-40D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-49XX BJ7318D BJ KS57C3104-49D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-50XX BJ7318D BJ KS57C3104-50D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-56XX BJ7318D BJ KS57C3104-56D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-64XX BJ7318D BJ KS57C3104-64D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-65XX BJ7318D BJ KS57C3104-65D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-00XX BJ7318D BJ KS57C3108-00D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-01XX BJ7318D BJ KS57C3108-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-11XX BJ7318D BJ KS57C3108-11D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-12XX BJ7318D BJ KS57C3108-12D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-21XX BJ7318D BJ KS57C3108-21D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-25XX BJ7318D BJ KS57C3108-25D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-26XX BJ7318D BJ KS57C3108-26D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-27X X BJ7318D BJ KS57C3108-27D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-28XX BJ7318D BJ KS57C3108-28D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-29XX BJ7318D BJ KS57C3108-29D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-30XX BJ7318D BJ KS57C3108-30D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-31XX BJ7318D BJ KS57C3108-31D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-33XX BJ7318D BJ KS57C3108-33D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-34XX BJ7318D BJ KS57C3108-34D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-35XX BJ7318D BJ KS57C3108-35D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-36XX BJ7318D BJ KS57C3108-36D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-38XX BJ7318D BJ KS57C3108-38D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-39XX BJ7318D BJ KS57C3108-39D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-46XX BJ7318D BJ KS57C3108-46D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-48XX BJ7318D BJ KS57C3108-48D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-51XX BJ7318D BJ KS57C3108-51D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 92
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-52XX BJ7318D BJ KS57C3108-52D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-53XX BJ7318D BJ KS57C3108-53D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-54XX BJ7318D BJ KS57C3108-54D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-55XX BJ7318D BJ KS57C3108-55D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-57XX BJ7318D BJ KS57C3108-57D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-58XX BJ7318D BJ KS57C3108-58D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-59XX BJ7318D BJ KS57C3108-59D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318D-EWD-Z0XX BJ7318D BJ KS57C3108-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-00XX BJ7318X BJ KS57C3108-00X 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-EWD-01XX BJ7318X BJ KS57C3108-01 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-EWD-03XX BJ7318X BJ KS57C3108-03 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-EWD-10XX BJ7318X BJ KS57C3108-10 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-EWD-11XX BJ7318X BJ KS57C3108-11 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-EWD-21XX BJ7318X BJ KS57C3108-21 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-EWD-22XX BJ7318X BJ KS57C3108-22 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-EWD-23XX BJ7318X BJ KS57C3108-23 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-EWD-24XX BJ7318X BJ KS57C3108-24 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-EWD-25XX BJ7318X BJ KS57C3108-25 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7318X-EWD-26XX BJ7318X BJ KS57C3108-26 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-00XX BJ7404B BJ KS57C4004-00B 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-01XX BJ7404B BJ KS57C4004-01 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-0OXX-XX BJ7404B BJ KS57C4004-0O 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-11XX BJ7404B BJ KS57C4004-11 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-18XX BJ7404B BJ KS57C4004-18 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-24XX BJ7404B BJ KS57C4004-24 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-29XX BJ7404B BJ KS57C4004-29 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZC-33XX BJ7404B BJ KS57C4004-33 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-33XX BJ7404B BJ KS57C4004-33 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-40XX BJ7404B BJ KS57C4004-40 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-47XX BJ7404B BJ KS57C4004-47 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-49XX BJ7404B BJ KS57C4004-49 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-50XX BJ7404B BJ KS57C4004-50 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-53XX BJ7404B BJ KS57C4004-53 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-60XX BJ7404B BJ KS57C4004-60 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-63XX BJ7404B BJ KS57C4004-63 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-64XX BJ7404B BJ KS57C4004-64 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-67XX BJ7404B BJ KS57C4004-67 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-71XX BJ7404B BJ KS57C4004-71 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-72XX BJ7404B BJ KS57C4004-72 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-73XX BJ7404B BJ KS57C4004-73 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-74XX BJ7404B BJ KS57C4004-74 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-75XX BJ7404B BJ KS57C4004-75 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AZD-76XX BJ7404B BJ KS57C4004-76 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZC-77XX BJ7404B BJ KS57C4004-77 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-77XX BJ7404B BJ KS57C4004-77 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-78XX BJ7404B BJ KS57C4004-78 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZC-79XX BJ7404B BJ KS57C4004-79 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-79XX BJ7404B BJ KS57C4004-79 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-80XX BJ7404B BJ KS57C4004-80 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZC-81XX BJ7404B BJ KS57C4004-81 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-81XX BJ7404B BJ KS57C4004-81 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-82XX BJ7404B BJ KS57C4004-82 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-84XX BJ7404B BJ KS57C4004-84 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-85XX BJ7404B BJ KS57C4004-85 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-86XX BJ7404B BJ KS57C4004-86 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-87XX BJ7404B BJ KS57C4004-87 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-91XX BJ7404B BJ KS57C4004-91 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-93XX BJ7404B BJ KS57C4004-93 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-94XX BJ7404B BJ KS57C4004-94 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-95XX BJ7404B BJ KS57C4004-95 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-96XX BJ7404B BJ KS57C4004-96 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-97XX BJ7404B BJ KS57C4004-97 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-98XX BJ7404B BJ KS57C4004-98 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-99XX BJ7404B BJ KS57C4004-99 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-B2XX BJ7404B BJ KS57C4004-B2 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-B3XX BJ7404B BJ KS57C4004-B3 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-B4XX BJ7404B BJ KS57C4004-B4 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-C0XX BJ7404B BJ KS57C4004-C0 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 93
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-EZE-C1XX BJ7404B BJ KS57C4004-C1 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404B-AQD-C2XX BJ7404B BJ KS57C4004-C2 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-00XX BJ7404D BJ KS57C4004-00D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-01XX BJ7404D BJ KS57C4004-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-11XX BJ7404D BJ KS57C4004-11D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-33XX BJ7404D BJ KS57C4004-33D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-41XX BJ7404D BJ KS57C4004-41D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-45XX BJ7404D BJ KS57C4004-45D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-47XX BJ7404D BJ KS57C4004-47D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-60XX BJ7404D BJ KS57C4004-60D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-67XX BJ7404D BJ KS57C4004-67D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-72XX BJ7404D BJ KS57C4004-72D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-75XX BJ7404D BJ KS57C4004-75D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-79XX BJ7404D BJ KS57C4004-79D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-81XX BJ7404D BJ KS57C4004-81D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-82XX BJ7404D BJ KS57C4004-82D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-83XX BJ7404D BJ KS57C4004-83D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-86XX BJ7404D BJ KS57C4004-86D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-94XX BJ7404D BJ KS57C4004-94D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-98XX BJ7404D BJ KS57C4004-98D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-B8XX BJ7404D BJ KS57C4004-B8D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-C3XX BJ7404D BJ KS57C4004-C3D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-C4XX BJ7404D BJ KS57C4004-C4D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-C5XX BJ7404D BJ KS57C4004-C5D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-C6XX BJ7404D BJ KS57C4004-C6D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-C7XX BJ7404D BJ KS57C4004-C7D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-C8XX BJ7404D BJ KS57C4004-C8D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-C9XX BJ7404D BJ KS57C4004-C9D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-D0XX BJ7404D BJ KS57C4004-D0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-D1XX BJ7404D BJ KS57C4004-D1D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-D4XX BJ7404D BJ KS57C4004-D4D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-D5XX BJ7404D BJ KS57C4004-D5D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-D6XX BJ7404D BJ KS57C4004-D6D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-D7XX BJ7404D BJ KS57C4004-D7D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-D8XX BJ7404D BJ KS57C4004-D8D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-D9XX BJ7404D BJ KS57C4004-D9D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-E0XX BJ7404D BJ KS57C4004-E0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-E1XX BJ7404D BJ KS57C4004-E1D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-E2XX BJ7404D BJ KS57C4004-E2D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-E3XX BJ7404D BJ KS57C4004-E3D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-F0XX BJ7404D BJ KS57C4004-F0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-F1XX BJ7404D BJ KS57C4004-F1D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-F2XX BJ7404D BJ KS57C4004-F2D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-AQD-Z0XX BJ7404D BJ KS57C4004-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404D-EZE-Z0XX BJ7404D BJ KS57C4004-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404P-AQD-01XX BJ7404P BJ KS57C4004N K57C4004N FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404P-EZC-01XX BJ7404P BJ KS57C4004Q K57C4004Q FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404P-EZE-01XX BJ7404P BJ KS57C4004Q K57C4004Q FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404Q-AQR-01XX BJ7404Q BJ KS57C4004AN K57C4004AN FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404Q-EZE-01XX BJ7404Q BJ KS57C4004AQ K57C4004AQ FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404X-AQD-45XX BJ7404X BJ KS57C4004-45 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7404X-AQD-59XX BJ7404X BJ KS57C4004-59 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7500X-ECB-01XX BJ7500X BJ KS57C5000-01 K57C5000-01 FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-00XX BJ7505D BJ KS57C5016-00D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ATA-01XX BJ7505D BJ KS57C5016-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ATA-13XX BJ7505D BJ KS57C5016-13D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ATA-19XX BJ7505D BJ KS57C5016-19D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ATA-46XX BJ7505D BJ KS57C5016-46D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ETF-46XX BJ7505D BJ KS57C5016-46D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ETF-52XX BJ7505D BJ KS57C5016-52D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ATA-A8XX BJ7505D BJ KS57C5016-A8D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ATA-H3XX BJ7505D BJ KS57C5016-H3D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ATA-H6XX BJ7505D BJ KS57C5016-H6D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ATA-Z0XX BJ7505D BJ KS57C5016N-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505D-ETF-Z0XX BJ7505D BJ KS57C5016Q-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505P-ATB-01XX BJ7505P BJ KS57P5016N 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505P-ETF-01XX BJ7505P BJ KS57P5016Q 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-00XX BJ7505X BJ KS57C5016-00XX 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 94
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETA-04XX BJ7505X BJ KS57C5016-04 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-07XX BJ7505X BJ KS57C5016-07 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-09XX BJ7505X BJ KS57C5016-09 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-00XX BJ7505X BJ KS57C5016-0O 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-10XX BJ7505X BJ KS57C5016-10 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-11XX BJ7505X BJ KS57C5016-11 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-13XX BJ7505X BJ KS57C5016-13 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-15XX BJ7505X BJ KS57C5016-15 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-17XX BJ7505X BJ KS57C5016-17 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-18XX BJ7505X BJ KS57C5016-18 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-19XX BJ7505X BJ KS57C5016-19 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-20XX BJ7505X BJ KS57C5016-20 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-21XX BJ7505X BJ KS57C5016-21 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-22XX BJ7505X BJ KS57C5016-22 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-23XX BJ7505X BJ KS57C5016-23 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-25XX BJ7505X BJ KS57C5016-25 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-26XX BJ7505X BJ KS57C5016-26 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-27XX BJ7505X BJ KS57C5016-27 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-28XX BJ7505X BJ KS57C5016-28 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-30XX BJ7505X BJ KS57C5016-30 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-32XX BJ7505X BJ KS57C5016-32 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-33XX BJ7505X BJ KS57C5016-33 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-34XX BJ7505X BJ KS57C5016-34 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-35XX BJ7505X BJ KS57C5016-35 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-37XX BJ7505X BJ KS57C5016-37 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-38XX BJ7505X BJ KS57C5016-38 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-39XX BJ7505X BJ KS57C5016-39 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-40XX BJ7505X BJ KS57C5016-40 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-41XX BJ7505X BJ KS57C5016-41 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-42XX BJ7505X BJ KS57C5016-42 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-44XX BJ7505X BJ KS57C5016-44 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-45XX BJ7505X BJ KS57C5016-45 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-46XX BJ7505X BJ KS57C5016-46 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-48XX BJ7505X BJ KS57C5016-48 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-49XX BJ7505X BJ KS57C5016-49 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-50XX BJ7505X BJ KS57C5016-50 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-51XX BJ7505X BJ KS57C5016-51 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-52XX BJ7505X BJ KS57C5016-52 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-54XX BJ7505X BJ KS57C5016-54 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-55XX BJ7505X BJ KS57C5016-55 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-57XX BJ7505X BJ KS57C5016-57 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-58XX BJ7505X BJ KS57C5016-58 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-59XX BJ7505X BJ KS57C5016-59 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-60XX BJ7505X BJ KS57C5016-60 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-61XX BJ7505X BJ KS57C5016-61 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-63XX BJ7505X BJ KS57C5016-63 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETF-A5XX BJ7505X BJ KS57C5016-A5 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-A8XX BJ7505X BJ KS57C5016-A8 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-A9XX BJ7505X BJ KS57C5016-A9 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ATA-Z0XX BJ7505X BJ KS57C5016-Z0-MA 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7505X-ETA-Z1XX BJ7505X BJ KS57C5016-Z1-MA 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7510X-ECA-01XX BJ7510X BJ KS57E5100-01 CLP Base Set (Korean) MCU (BJ7515D(Korean) FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7510X-ECB-01XX BJ7510X BJ KS57E5100-01 CLP Base Set (Korean) MCU (BJ7515D(Korean) FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ATA-01XX BJ7515D BJ KS57C5116-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ETF-12XX BJ7515D BJ KS57C5116-12D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ETF-13XX BJ7515D BJ KS57C5116-13D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ETF-14XX BJ7515D BJ KS57C5116-14D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ETF-70XX BJ7515D BJ KS57C5116-70D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ATA-71XX BJ7515D BJ KS57C5116-71D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ETF-72XX BJ7515D BJ KS57C5116-72D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ETF-81XX BJ7515D BJ KS57C5116-81D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ETF-82XX BJ7515D BJ KS57C5116-82D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ATA-84XX BJ7515D BJ KS57C5116-84D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ATA-Z0XX BJ7515D BJ KS57C5116N-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ATA-ZOXX BJ7515D BJ KS57C5116N-ZOD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7515D-ETF-Z0XP BJ7515D BJ KS57C5116Q-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-12XX BJ7528D BJ KS57C5204-12D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-13XX BJ7528D BJ KS57C5204-13D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 95
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-25XX BJ7528D BJ KS57C5204-25D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-26XX BJ7528D BJ KS57C5204-26D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-27XX BJ7528D BJ KS57C5204-27D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-28XX BJ7528D BJ KS57C5204-28D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-AQD-37XX BJ7528D BJ KS57C5204-37D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-AQD-01XX BJ7528D BJ KS57C5208-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-01XX BJ7528D BJ KS57C5208-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-14XX BJ7528D BJ KS57C5208-14D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-15XX BJ7528D BJ KS57C5208-15D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-24XX BJ7528D BJ KS57C5208-24D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-36XX BJ7528D BJ KS57C5208-36D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-AQD-Z0XX BJ7528D BJ KS57C5208N-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7528D-EZE-Z0XX BJ7528D BJ KS57C5208Q-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7538D-BON-ZOXX BJ7538D BJ KS57C5208S-ZOD 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7538D-BON-11XX BJ7538D BJ KS57C5304-11D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7538D-BON-01XX BJ7538D BJ KS57C5308-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7538D-AVB-Z0XX BJ7538D BJ KS57C5308N-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7538D-BON-Z0XX BJ7538D BJ KS57C5308S-Z0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7702A-00XX BJ7702A BJ KS57C7002 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7702A-EZC-01XX BJ7702A BJ KS57C7002-01 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7702X-00XX BJ7702X BJ KS57C7002-00X 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7702X-AQD-02XX BJ7702X BJ KS57C7002-02 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7702X-AQD-05XX BJ7702X BJ KS57C7002-05 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7702X-EZE-06XX BJ7702X BJ KS57C7002-06 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7702X-AQD-07XX BJ7702X BJ KS57C7002-07 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7702X-EZE-08XX BJ7702X BJ KS57C7002-08 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-00XX BJ7A18D BJ KS57C0108X-00D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-AQD-01XX BJ7A18D BJ KS57C0108X-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-01XX BJ7A18D BJ KS57C0108X-01D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-56XX BJ7A18D BJ KS57C0108X-56D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-58XX BJ7A18D BJ KS57C0108X-58D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-60XX BJ7A18D BJ KS57C0108X-60D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-62XX BJ7A18D BJ KS57C0108X-62D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-66XX BJ7A18D BJ KS57C0108X-66D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-68XX BJ7A18D BJ KS57C0108X-68D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-72XX BJ7A18D BJ KS57C0108X-72D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-73XX BJ7A18D BJ KS57C0108X-73D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-81XX BJ7A18D BJ KS57C0108X-81D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-AQD-83XX BJ7A18D BJ KS57C0108X-83D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-AQD-85XX BJ7A18D BJ KS57C0108X-85D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-86XX BJ7A18D BJ KS57C0108X-86D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-87XX BJ7A18D BJ KS57C0108X-87D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-89XX BJ7A18D BJ KS57C0108X-89D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-91XX BJ7A18D BJ KS57C0108X-91D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-93XX BJ7A18D BJ KS57C0108X-93D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-94XX BJ7A18D BJ KS57C0108X-94D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-95XX BJ7A18D BJ KS57C0108X-95D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-96XX BJ7A18D BJ KS57C0108X-96D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-97XX BJ7A18D BJ KS57C0108X-97D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-98XX BJ7A18D BJ KS57C0108X-98D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-99XX BJ7A18D BJ KS57C0108X-99D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-A0XX BJ7A18D BJ KS57C0108X-A0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-A1XX BJ7A18D BJ KS57C0108X-A1D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-A2XX BJ7A18D BJ KS57C0108X-A2D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-A7XX BJ7A18D BJ KS57C0108X-A7D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-A8XX BJ7A18D BJ KS57C0108X-A8D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-A9XX BJ7A18D BJ KS57C0108X-A9D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-B0XX BJ7A18D BJ KS57C0108X-B0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-B1XX BJ7A18D BJ KS57C0108X-B1D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-B2XX BJ7A18D BJ KS57C0108X-B2D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-B3XX BJ7A18D BJ KS57C0108X-B3D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-B4XX BJ7A18D BJ KS57C0108X-B4D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-B5XX BJ7A18D BJ KS57C0108X-B5D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-B6XX BJ7A18D BJ KS57C0108X-B6D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-B7XX BJ7A18D BJ KS57C0108X-B7D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-B8XX BJ7A18D BJ KS57C0108X-B8D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-B9XX BJ7A18D BJ KS57C0108X-B9D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-C0XX BJ7A18D BJ KS57C0108X-C0D 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 96
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-Z0XX BJ7A18D BJ KS57C0108X-Z0 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18D-EZE-Z1XX BJ7A18D BJ KS57C0108X-Z1 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18P-AQD-01XX BJ7A18P BJ KS57C0108XN KS57C0108XN FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18P-EZC-01XX BJ7A18P BJ KS57C0108XQ KS57C0108XQ FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18P-EZE-01XX BJ7A18P BJ KS57C0108XQ KS57C0108XQ FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-00XX BJ7A18X BJ KS57C0108X-00 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-0OXX BJ7A18X BJ KS57C0108X-0O 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-18XX BJ7A18X BJ KS57C0108X-18 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-18XX BJ7A18X BJ KS57C0108X-18 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-21XX BJ7A18X BJ KS57C0108X-21 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-22XX BJ7A18X BJ KS57C0108X-22 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-24XX BJ7A18X BJ KS57C0108X-24 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-25XX BJ7A18X BJ KS57C0108X-25 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-25XX BJ7A18X BJ KS57C0108X-25 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-26XX BJ7A18X BJ KS57C0108X-26 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-26XX BJ7A18X BJ KS57C0108X-26 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-27XX BJ7A18X BJ KS57C0108X-27 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-27XX BJ7A18X BJ KS57C0108X-27 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC28XX BJ7A18X BJ KS57C0108X-28 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-29XX BJ7A18X BJ KS57C0108X-29 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-30XX BJ7A18X BJ KS57C0108X-30 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-31XX BJ7A18X BJ KS57C0108X-31 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-33XX BJ7A18X BJ KS57C0108X-33 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-33XX BJ7A18X BJ KS57C0108X-33 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-34XX BJ7A18X BJ KS57C0108X-34 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-35XX BJ7A18X BJ KS57C0108X-35 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-36XX BJ7A18X BJ KS57C0108X-36 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-37XX BJ7A18X BJ KS57C0108X-37 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-38XX BJ7A18X BJ KS57C0108X-38 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-39XX BJ7A18X BJ KS57C0108X-39 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-39XX BJ7A18X BJ KS57C0108X-39 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-40XX BJ7A18X BJ KS57C0108X-40 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-41XX BJ7A18X BJ KS57C0108X-41 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-43XX BJ7A18X BJ KS57C0108X-43 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-43XX BJ7A18X BJ KS57C0108X-43 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-44XX BJ7A18X BJ KS57C0108X-44 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-44XX BJ7A18X BJ KS57C0108X-44 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-45XX BJ7A18X BJ KS57C0108X-45 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-45XX BJ7A18X BJ KS57C0108X-45 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-46XX BJ7A18X BJ KS57C0108X-46 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-46XX BJ7A18X BJ KS57C0108X-46 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-47XX BJ7A18X BJ KS57C0108X-47 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-49XX BJ7A18X BJ KS57C0108X-49 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-50XX BJ7A18X BJ KS57C0108X-50 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-51XX BJ7A18X BJ KS57C0108X-51 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-51XX BJ7A18X BJ KS57C0108X-51 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-52XX BJ7A18X BJ KS57C0108X-52 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-52XX BJ7A18X BJ KS57C0108X-52 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-53XX BJ7A18X BJ KS57C0108X-53 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-53XX BJ7A18X BJ KS57C0108X-53 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-54XX BJ7A18X BJ KS57C0108X-54 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-54XX BJ7A18X BJ KS57C0108X-54 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-55XX BJ7A18X BJ KS57C0108X-55 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-56XX BJ7A18X BJ KS57C0108X-56 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-58XX BJ7A18X BJ KS57C0108X-58 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-60XX BJ7A18X BJ KS57C0108X-60 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-60XX BJ7A18X BJ KS57C0108X-60 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-61XX BJ7A18X BJ KS57C0108X-61 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZD-61XX BJ7A18X BJ KS57C0108X-61 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-61XX BJ7A18X BJ KS57C0108X-61 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-62XX BJ7A18X BJ KS57C0108X-62 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-63XX BJ7A18X BJ KS57C0108X-63 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-64XX BJ7A18X BJ KS57C0108X-64 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-65XX BJ7A18X BJ KS57C0108X-65 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-66XX BJ7A18X BJ KS57C0108X-66 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-67XX BJ7A18X BJ KS57C0108X-67 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-68XX BJ7A18X BJ KS57C0108X-68 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-69XX BJ7A18X BJ KS57C0108X-69 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 97
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-69XX BJ7A18X BJ KS57C0108X-69 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-70XX BJ7A18X BJ KS57C0108X-70 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-71XX BJ7A18X BJ KS57C0108X-71 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-71XX BJ7A18X BJ KS57C0108X-71 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-72XX BJ7A18X BJ KS57C0108X-72 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-72XX BJ7A18X BJ KS57C0108X-72 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-73XX BJ7A18X BJ KS57C0108X-73 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-73XX BJ7A18X BJ KS57C0108X-73 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-74XX BJ7A18X BJ KS57C0108X-74 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZC-75XX BJ7A18X BJ KS57C0108X-75 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-75XX BJ7A18X BJ KS57C0108X-75 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-76XX BJ7A18X BJ KS57C0108X-76 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-77XX BJ7A18X BJ KS57C0108X-77 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-78XX BJ7A18X BJ KS57C0108X-78 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-79XX BJ7A18X BJ KS57C0108X-79 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-80XX BJ7A18X BJ KS57C0108X-80 4BIT MICOM FAB3
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-81XX BJ7A18X BJ KS57C0108X-81 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-AQD-83XX BJ7A18X BJ KS57C0108X-83 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-AQD-85XX BJ7A18X BJ KS57C0108X-85 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-88XX BJ7A18X BJ KS57C0108X-88 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-89XX BJ7A18X BJ KS57C0108X-89 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-91XX BJ7A18X BJ KS57C0108X-91 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-92XX BJ7A18X BJ KS57C0108X-92 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7A18X-EZE-93XX BJ7A18X BJ KS57C0108X-93 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45D-EWD-01XX BJ7C45D BJ KS57C2416A-01 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45D-EWD-03XX BJ7C45D BJ KS57C2416A-03 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWC-01XX BJ7C45E BJ KS57C2416-01D 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-00XX BJ7C45E BJ KS57C2416A 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-00XX BJ7C45E BJ KS57C2416A-00E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-01XX BJ7C45E BJ KS57C2416A-01E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-03XX BJ7C45E BJ KS57C2416A-03E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-04XX BJ7C45E BJ KS57C2416A-04E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-30XX BJ7C45E BJ KS57C2416A-30E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-33XX BJ7C45E BJ KS57C2416A-33E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-34XX BJ7C45E BJ KS57C2416A-34E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-35XX BJ7C45E BJ KS57C2416A-35E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-36XX BJ7C45E BJ KS57C2416A-36E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-37XX BJ7C45E BJ KS57C2416A-37E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-42XX BJ7C45E BJ KS57C2416A-42E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-43XX BJ7C45E BJ KS57C2416A-43E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-44XX BJ7C45E BJ KS57C2416A-44E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-45XX BJ7C45E BJ KS57C2416A-45E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-46XX BJ7C45E BJ KS57C2416A-46E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-47XX BJ7C45E BJ KS57C2416A-47E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-48XX BJ7C45E BJ KS57C2416A-48E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-49XX BJ7C45E BJ KS57C2416A-49E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-50XX BJ7C45E BJ KS57C2416A-50E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-51XX BJ7C45E BJ KS57C2416A-51E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-53XX BJ7C45E BJ KS57C2416A-53E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-54XX BJ7C45E BJ KS57C2416A-54E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C45E-EWD-55XX BJ7C45E BJ KS57C2416A-55E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWC-01XX BJ7C48E BJ KS57C2408-01E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-00XX BJ7C48E BJ KS57C2408A-00E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-01XX BJ7C48E BJ KS57C2408A-01E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-38XX BJ7C48E BJ KS57C2408A-38E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-51XX BJ7C48E BJ KS57C2408A-51E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-61XX BJ7C48E BJ KS57C2408A-61E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-63XX BJ7C48E BJ KS57C2408A-63E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-64XX BJ7C48E BJ KS57C2408A-64E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-66XX BJ7C48E BJ KS57C2408A-66E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-67XX BJ7C48E BJ KS57C2408A-67E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-70XX BJ7C48E BJ KS57C2408A-70E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-81XX BJ7C48E BJ KS57C2408A-81E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-88XX BJ7C48E BJ KS57C2408A-88E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-96XX BJ7C48E BJ KS57C2408A-96E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-A1XX BJ7C48E BJ KS57C2408A-A1E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-A3XX BJ7C48E BJ KS57C2408A-A3E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
BJ7C48E-EWD-A4XX BJ7C48E BJ KS57C2408A-A4E 4BIT MICOM FAB2
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 98
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7C48E-EWD-B7XX BJ7C48E BJ KS57C2408A-B7E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7CA8E-EWD-D1XX BJ7C48E BJ KS57C2408A-D1E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-D2XX BJ7C48E BJ KS57C2408A-D2E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-D3XX BJ7C48E BJ KS57C2408A-D3E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-D6XX BJ7C48E BJ KS57C2408A-D6E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-D8XX BJ7C48E BJ KS57C2408A-D8E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-D9XX BJ7C48E BJ KS57C2408A-D9E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-E0XX BJ7C48E BJ KS57C2408A-E0E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-E1XX BJ7C48E BJ KS57C2408A-E1E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-E4XX BJ7C48E BJ KS57C2408A-E4E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-E5XX BJ7C48E BJ KS57C2408A-E5E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-E6XX BJ7C48E BJ KS57C2408A-E6E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-E7XX BJ7C48E BJ KS57C2408A-E7E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-E8XX BJ7C48E BJ KS57C2408A-E8E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-F2XX BJ7C48E BJ KS57C2408A-F2E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-F3XX BJ7C48E BJ KS57C2408A-F3E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-F5XX BJ7C48E BJ KS57C2408A-F5E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-F9XX BJ7C48E BJ KS57C2408A-F9E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-G0XX BJ7C48E BJ KS57C2408A-G0E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-G2XX BJ7C48E BJ KS57C2408A-G2E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-G3XX BJ7C48E BJ KS57C2408A-G3E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-G4XX BJ7C48E BJ KS57C2408A-G4E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-G5XX BJ7C48E BJ KS57C2408A-G5E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-G6XX BJ7C48E BJ KS57C2408A-G6E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-H0XX BJ7C48E BJ KS57C2408A-H0E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-H9XX BJ7C48E BJ KS57C2408A-H9E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-J0XX BJ7C48E BJ KS57C2408A-J0E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-J1XX BJ7C48E BJ KS57C2408A-J1E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-J2XX BJ7C48E BJ KS57C2408A-J2E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-J3XX BJ7C48E BJ KS57C2408A-J3E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-J4XX BJ7C48E BJ KS57C2408A-J4E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-J5XX BJ7C48E BJ KS57C2408A-J5E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7C48E-EWD-J6XX BJ7C48E BJ KS57C2408A-J6E 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7FO5D-00XX BJ7F05D BJ KS57C5016X-00D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-01XX BJ7F05D BJ KS57C5016X-01 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-02XX BJ7F05D BJ KS57C5016X-02D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-19XX BJ7F05D BJ KS57C5016X-19D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-45XX BJ7F05D BJ KS57C5016X-45D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-70XX BJ7F05D BJ KS57C5016X-70D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-82XX BJ7F05D BJ KS57C5016X-82D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-83XX BJ7F05D BJ KS57C5016X-83D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-84XX BJ7F05D BJ KS57C5016X-84D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-90XX BJ7F05D BJ KS57C5016X-90D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-96XX BJ7F05D BJ KS57C5016X-96D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-97XX BJ7F05D BJ KS57C5016X-97D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-A3XX BJ7F05D BJ KS57C5016X-A3D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-A4XX BJ7F05D BJ KS57C5016X-A4D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-A6XX BJ7F05D BJ KS57C5016X-A6D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-B1XX BJ7F05D BJ KS57C5016X-B1D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-B2XX BJ7F05D BJ KS57C5016X-B2D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-B9XX BJ7F05D BJ KS57C5016X-B9D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-C3XX BJ7F05D BJ KS57C5016X-C3D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-D2XX BJ7F05D BJ KS57C5016X-D2D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-D3XX BJ7F05D BJ KS57C5016X-D3D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-D4XX BJ7F05D BJ KS57C5016X-D4D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-D5XX BJ7F05D BJ KS57C5016X-D5D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-F1XX BJ7F05D BJ KS57C5016X-F1D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-F3XX BJ7F05D BJ KS57C5016X-F3D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-F4XX BJ7F05D BJ KS57C5016X-F4D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-G5XX BJ7F05D BJ KS57C5016X-G5D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-G6XX BJ7F05D BJ KS57C5016X-G6D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-G7XX BJ7F05D BJ KS57C5016X-G7D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-G8XX BJ7F05D BJ KS57C5016X-G8D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-G9XX BJ7F05D BJ KS57C5016X-G9D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-H0XX BJ7F05D BJ KS57C5016X-H0D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-H1XX BJ7F05D BJ KS57C5016X-H1D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-H2XX BJ7F05D BJ KS57C5016X-H2D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7FO5D-ATA-H4XX BJ7F05D BJ KS57C5016X-H4D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 99
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7F05D-ATA-H5XX BJ7F05D BJ KS57C5016X-H5D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-H8XX BJ7F05D BJ KS57C5016X-H8D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-H9XX BJ7F05D BJ KS57C5016X-H9D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-J0XX BJ7F05D BJ KS57C5016X-J0D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-J1XX BJ7F05D BJ KS57C5016X-J1D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-J2XX BJ7F05D BJ KS57C5016X-J2D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-J4XX BJ7F05D BJ KS57C5016X-J4D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-J5XX BJ7F05D BJ KS57C5016X-J5D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-J6XX BJ7F05D BJ KS57C5016X-J6D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-J7XX BJ7F05D BJ KS57C5016X-J7D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-J8XX BJ7F05D BJ KS57C5016X-J8D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-J9XX BJ7F05D BJ KS57C5016X-J9D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-K0XX BJ7F05D BJ KS57C5016X-K0D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-K1XX BJ7F05D BJ KS57C5016X-K1D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-K2XX BJ7F05D BJ KS57C5016X-K2D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-K3XX BJ7F05D BJ KS57C5016X-K3D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-K4XX BJ7F05D BJ KS57C5016X-K4D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-L1XX BJ7F05D BJ KS57C5016X-L1D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-L2XX BJ7F05D BJ KS57C5016X-L2D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-L3XX BJ7F05D BJ KS57C5016X-L3D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-L4XX BJ7F05D BJ KS57C5016X-L4D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-L5XX BJ7F05D BJ KS57C5016X-L5D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ATA-L6XX BJ7F05D BJ KS57C5016X-L6D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05D-ETF-Z0XX BJ7F05D BJ KS57C5016XQ-Z0D 4BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ7F05P-ATB-01XX BJ7F05P BJ KS57P5016XN KS57P5016XN FAB2
- --------------------------------------------------------------------------------------------
BJ7F05P-ETF-01XX BJ7F05P BJ KS57P5016XQ KS57P5016XQ FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-00XX BJ7F05X BJ KS57C5016X-00 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-00XX BJ7F05X BJ KS57C5016X-00 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-17XX BJ7F05X BJ KS57C5016X-17 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-19XX BJ7F05X BJ KS57C5016X-19 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-44XX BJ7F05X BJ KS57C5016X-44 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-45XX BJ7F05X BJ KS57C5016X-45 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-49XX BJ7F05X BJ KS57C5016X-49 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-58XX BJ7F05X BJ KS57C5016X-58 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-58XX BJ7F05X BJ KS57C5016X-58 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-62XX BJ7F05X BJ KS57C5016X-62 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-65XX BJ7F05X BJ KS57C5016X-65 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-66XX BJ7F05X BJ KS57C5016X-66 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-67XX BJ7F05X BJ KS57C5016X-67 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-68XX BJ7F05X BJ KS57C5016X-68 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-69XX BJ7F05X BJ KS57C5016X-69 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-70XX BJ7F05X BJ KS57C5016X-70 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-71XX BJ7F05X BJ KS57C5016X-71 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-72XX BJ7F05X BJ KS57C5016X-72 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-74XX BJ7F05X BJ KS57C5016X-74 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-75XX BJ7F05X BJ KS57C5016X-75 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-76XX BJ7F05X BJ KS57C5016X-76 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-77XX BJ7F05X BJ KS57C5016X-77 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-78XX BJ7F05X BJ KS57C5016X-78 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-79XX BJ7F05X BJ KS57C5016X-79 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-8OXX BJ7F05X BJ KS57C5016X-80 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-81XX BJ7F05X BJ KS57C5016X-81 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-82XX BJ7F05X BJ KS57C5016X-82 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-83XX BJ7F05X BJ KS57C5016X-83 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-84XX BJ7F05X BJ KS57C5016X-84 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-85XX BJ7F05X BJ KS57C5016X-85 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-90XX BJ7F05X BJ KS57C5016X-90 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-91XX BJ7F05X BJ KS57C5016X-91 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-92XX BJ7F05X BJ KS57C5016X-92 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-95XX BJ7F05X BJ KS57C5016X-95 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-96XX BJ7F05X BJ KS57C5016X-96 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-97XX BJ7F05X BJ KS57C5016X-97 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-98XX BJ7F05X BJ KS57C5016X-98 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-99XX BJ7F05X BJ KS57C5016X-99 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-A1XX BJ7F05X BJ KS57C5016X-A1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-A2XX BJ7F05X BJ KS57C5016X-A2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-A3XX BJ7F05X BJ KS57C5016X-A3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-A4XX BJ7F05X BJ KS57C5016X-A4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 100
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description LINE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ7F05X-ETF-A6XX BJ7F05X BJ KS57C5016X-A6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-A9XX BJ7F05X BJ KS57C5016X-A9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-B1XX BJ7F05X BJ KS57C5016X-B1 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-B2XX BJ7F05X BJ KS57C5016X-B2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-B3XX BJ7F05X BJ KS57C5016X-B3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-B4XX BJ7F05X BJ KS57C5016X-B4 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-B5XX BJ7F05X BJ KS57C5016X-B5 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-B6XX BJ7F05X BJ KS57C5016X-B6 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-B7XX BJ7F05X BJ KS57C5016X-B7 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-B8XX BJ7F05X BJ KS57CS016X-B8 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-B9XX BJ7F05X BJ KS57C5016X-B9 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-C2XX BJ7F05X BJ KS57C5016X-C2 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-C3XX BJ7F05X BJ KS57C5016X-C3 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ETF-D0XX BJ7F05X BJ KS57C5016X-D0 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ7F05X-ATA-D1XX BJ7F05X BJ KS57C5016X-01 4BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8000A-ECB-01XX BJ8000A BJ KS88E0100-01 KS88E0100-01 FAB2
- --------------------------------------------------------------------------------------------
BJ8005P-ATB-01XX BJ8005P BJ KS88P0016N KS88P0016N FAB2
- --------------------------------------------------------------------------------------------
BJ8005P-ETF-01XX BJ8005P BJ KS88P0016Q KS88P0016Q FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-00XX BJ8005X BJ KS88C0016-00XX 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-01XX BJ8005X BJ KS88C0016-01 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-02XX BJ8005X BJ KS88C0016-02 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-04XX BJ8005X BJ KS88C0016-04 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-05XX BJ8005X BJ KS88C0016-05 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-11XX BJ8005X BJ KS88C0016-11 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-16XX BJ8005X BJ KS88C0016-16 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-18XX BJ8005X BJ KS88C0016-18 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-19XX BJ8005X BJ KS88C0016-19 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-21XX BJ8005X BJ KS88C0016-21 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-23XX BJ8005X BJ KS88C0016-23 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-25XX BJ8005X BJ KS88C0016-25 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-26XX BJ8005X BJ KS88C0016-26 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-27XX BJ8005X BJ KS88C0016-27 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-28XX BJ8005X BJ KS88C0016-28 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-29XX BJ8005X BJ KS88C0016-29 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-30XX BJ8005X BJ KS88C0016-30 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-31XX BJ8005X BJ KS88C0016-31 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-33XX BJ8005X BJ KS88C0016-33 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-34XX BJ8005X BJ KS88C0016-34 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-35XX BJ8005X BJ KSBBC0016-35 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-36XX BJ8005X BJ KS88C0016-36 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-38XX BJ8005X BJ KS88C0016-38 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-40XX BJ8005X BJ KS88C0016-40 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ800SX-ATA-41XX BJ8005X BJ KS88C0016-41 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-42XX BJ8005X BJ KS88C0016-42 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-43XX BJ8005X BJ KS88C0016-43 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-44XX BJ8005X BJ KS88C0016-44 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-45XX BJ8005X BJ KS88C0016-45 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-46XX BJ8005X BJ KS88C0016-46 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-47XX BJ8005X BJ KS88C0016-47 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-48XX BJ8005X BJ KS88C0016-48 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-49XX BJ8005X BJ KS88C0016-49 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-51XX BJ8005X BJ KS88C0016-51 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-52XX BJ8005X BJ KS88C0016-52 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-53XX BJ8005X BJ KS88C0016-53 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-54XX BJ8005X BJ KS88C0016-54 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-56XX BJ8005X BJ KS88C0016-56 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-57XX BJ8005X BJ KS88C0016-57 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-58XX BJ8005X BJ KS88C0016-58 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETF-59XX BJ8005X BJ KS88C0016-59 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-61XX BJ8005X BJ KS88C0016-61 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-63XX BJ8005X BJ KS88C0016-63 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-64XX BJ8005X BJ KS88C0016-64 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETF-66XX BJ8005X BJ KS88C0016-66 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-67XX BJ8005X BJ KS88C0016-67 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-68XX BJ8005X BJ KS88C0016-68 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-69XX BJ8005X BJ KS88C0016-69 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-70XX BJ8005X BJ KS88C0016-70 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETF-72XX BJ8005X BJ KS88C0016-72 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 101
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ8005X-ETF-73XX BJ8005X BJ KS88C0016-73 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETF-75XX BJ8005X BJ KS88C0016-75 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-76XX BJ8005X BJ KS88C0016-76 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-77XX BJ8005X BJ KS88C0016-77 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-78XX BJ8005X BJ KS88C0016-78 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-83XX BJ8005X BJ KS88C0016-83 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-84XX BJ8005X BJ KS88C0016-84 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETF-85XX BJ8005X BJ KS88C0016-85 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETF-86XX BJ8005X BJ KS88C0016-86 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-87XX BJ8005X BJ KS88C0016-87 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-88XX BJ8005X BJ KS88C0016-88 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-89XX BJ8005X BJ KS88C0016-89 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETF-90XX BJ8005X BJ KS88C0016-90 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-96XX BJ8005X BJ KS88C0016-96 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-97XX BJ8005X BJ KS88C0016-97 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-98XX BJ8005X BJ KS88C0016-98 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-99XX BJ8005X BJ KS88C0016-99 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-A1XX BJ8005X BJ KS88C0016-Al 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-A2XX BJ8005X BJ KS88C0016-A2 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-A3XX BJ8005X BJ KS88C0016-A3 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-A4XX BJ8005X BJ KS88C0016-A4 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-A5XX BJ8005X BJ KS88C0016-A5 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-A6XX BJ8005X BJ KS88C0016-A6 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-A7XX BJ8005X BJ KS88C0016-A7 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-A8XX BJ8005X BJ KS88C0016-A8 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETF-A9XX BJ8005X BJ KS88C0016-A9 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETF-O1XX BJ8005X BJ KS88C0016Q-01 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETF-42XX BJ8005X BJ KS88C0016Q-42S 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ATA-Z0XX BJ8005X BJ KS88C0016-Z0-MA 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8005X-ETA-Z1XX BJ8005X BJ KS88C0016-Z1-MA 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-00XX BJ8015D BJ KS88C0116-00D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-01XX BJ8015D BJ KS88C0116-01D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-APA-02XX BJ8015D BJ KS88C0116-02 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-02XX BJ8015D BJ KS88C0116-02D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-04XX BJ8015D BJ KS88C0116-04D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-05XX BJ8015D BJ KS88C0116-05D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-38XX BJ8015D BJ KS88C0116-38D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-84XX BJ8015D BJ KS88C0116-84D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-89XX BJ8015D BJ KS86C0116-89D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-98XX BJ8015D BJ KS88C0116-98D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-99XX BJ8015D BJ KSBBC0116-99D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-A1XX BJ8015D BJ KSBSC0116-A1D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ80150-ATA-A3XX BJ8015D BJ KS88C0116-A3D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-A5XX BJ8015D BJ KS88C0116-A5D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-B0XX BJ8015D BJ KS88C0116-B0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-B1XX BJ8015D BJ KS88C0116-B1D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-B2XX BJ8015D BJ KS88C0116-B2D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-B3XX BJ8015D BJ KS88C0116-B3D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-B4XX BJ8015D BJ KS88C0116-B4D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-B5XX BJ8015D BJ KS88C0116-B5D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-B6XX BJ8015D BJ KS88C0116-B6D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-B7XX BJ8015D BJ KSBBC0116-B7D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-B8XX BJ8015D BJ KS88C0116-B8D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-B9XX BJ8015D BJ KS88C0116-B9D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-C0XX BJ8015D BJ KS88C0116-C0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-C1XX BJ8015D BJ KS88C0116-C1D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-C2XX BJ8015D BJ KS88C0116-C2D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-C3XX BJ8015D BJ KS88C0116-C3D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-C4XX BJ8015D BJ KS88C0116-C4D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-C5XX BJ8015D BJ KS88C0116-C5D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ETF-C6XX BJ8015D BJ KS88C0116-C6D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-C7XX BJ8015D BJ KS88C0116-C7D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-C8XX BJ8015D BJ KS88C0116-C8D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ETF-C9XX BJ8015D BJ KS88C0116-C9D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-D0XX BJ8015D BJ KS88C0116-D0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ATA-Z0XX BJ8015D BJ KS88C0116N-Z0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ETF-01XX BJ8015D BJ KS88C0116Q-01D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8015D-ETF-02XX BJ8015D BJ KS88C0116Q-02D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 102
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ8015D-ETF-Z0XX BJ8015D BJ KS88C0116Q-Z0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8025P-ABB-01XX BJ8025P BJ KS88P0216-01 KS88P0216-01 FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-00XX BJ8035D BJ KS88C0316-00D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-ATB-01XX BJ8035D BJ KS88C0316-01D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-ATB-07XX BJ8035D BJ KS88C0316-07D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-ATA-13XX BJ8035D BJ KS88C0316-13D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-ATB-13XX BJ8035D BJ KS88C0316-13D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-ATB- 14XX BJ8035D BJ KS88C0316-14D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-ATB- 16XX BJ8035D BJ KS88C0316-16D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-ATA-17XX BJ8035D BJ KS88C0316-17D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-ATB-17XX BJ8035D BJ KS88C0316-17D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-ATB-18XX BJ8035D BJ KS88C0316-18D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJS035D-ATG-19XX BJ8035D BJ KS88C0316-19D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035D-ATA-Z0XX BJ8035D BJ KS88C0316N-Z0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8035X-ATB-05XX BJ8035X BJ KS88C0316-05 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8035X-ATB-07XX BJ8035X BJ KS88C0316-07 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8035X-ATB-08XX BJ8035X BJ KS88C0316-08 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8035X-ATB-09XX BJ8035X BJ KS88C0316-09 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8035X-ATB-10XX aJ8035X BJ KS88C0316-10 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8035X-ATB-11XX BJ8035X BJ KS88C0316-11 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8035X-ATB-12XX BJ8035X BJ KS88C0316-12 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8045D-00XX BJ8045D BJ KS88C0416 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054B-APE-Z1XX BJ8054B BJ KS88C0504-Z1-MA 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-00XX BJ8054C BJ KS88C0504-00C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-01XX BJ8054C BJ KS88C0504-01 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-15XX BJ8054C BJ KS88C0504-15C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-19XX BJ8054C BJ KS88C0504-19C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-33XX BJ8054C BJ KS88C0504-33C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-53XX BJ8054C BJ KS88C0504-53C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-54XX BJ8054C BJ KS88C0504-54C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-62XX BJ8054C BJ KS88C0504-62C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJO054C-APE-63XX BJ8054C BJ KS88C0504-63C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-65XX BJ8054C BJ KS88C0504-65C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-75XX BJ8054C BJ KS88C0504-75C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-76XX BJ8054C BJ KS88C0504-76C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-77XX BJ8054C BJ KS88C0504-77 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-85XX BJ8054C BJ KS88C0504-85C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054C-APE-86XX BJ8054C BJ KS88C0504-86C 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJB054C-54XX BJ8054C BJ KS88C0504C-54 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054D-BON-13XX BJ8054D BJ KS880504-13D CLP FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-00XX BJ8054D BJ KS88C0504-00D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJB054D-APE-01XX BJ8054D BJ KS88C0504-01D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE- 15XX BJ8054D BJ KS88CO504-15D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-19XX BJ8054D BJ KS88C0504-19D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APH-19XX BJ8054D BJ KS88C0504-19D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-24XX BJ8054D BJ KS88CO504-24D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-53XX BJ8054D BJ KS88C0504-53D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-54XX BJ8054D BJ KS88C0504-54D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-62XX BJ8054D BJ KS88C0504-62D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APH-62XX BJ8054D BJ KS88C0504-62D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-63XX BJ8054D BJ KS88C0504-63D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-65XX BJ8054D BJ KS88C0504-65D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-76XX BJ8054D BJ KS88C0504-76D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-77XX BJ8054D BJ KS88C0504-77D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-86XX BJ8054D BJ KS88CO504-86D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-87XX BJ8054D BJ KS88C0504-87D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APH-87XX BJ8054D BJ KS68C0504-87D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-88XX BJ8054D BJ KS88C0504-88D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APH-B4XX BJ8054D BJ KS88C0504-B4D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054D-APE-Z0XX BJ8054D BJ KS88C0504N-Z0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8054X-ETF-01XX BJ8054X BJ KS88C0504-01 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APC-09XX BJ8054X BJ KS88C0504-09 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-10XX BJ8054X BJ KS88CO504-10 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APC-11XX BJ8054X BJ KS88C0504-11 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-12XX BJ8054X BJ KS88C0504-12 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APC-13XX BJ8054X BJ KS88C0504-13 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-15XX BJ8054X BJ KS88C0504-15 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-19XX BJ8054X BJ KS88C0504-19 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 103
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ8054X-APE-21XX BJ8054X BJ KS88C0504-21 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-22XX BJ8054X BJ KS88C0504-22 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-30XX BJ8054X BJ KS88C0504-30 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-32XX BJ8054X BJ KS88C0504-32 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-33XX BJ8054X BJ KS88C0504-33 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-34XX BJ8054X BJ KS88C0504-34 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-41XX BJ8054X BJ KS88C0504-41 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-43XX BJ8054X BJ KS88C0504-43 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-50XX BJ8054X BJ KS88C0504-50 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-51XX BJ8054X BJ KS88C0504-51 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-52XX BJ8054X BJ KS88C0504-52 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-53XX BJ8054X BJ KS88C0504-53 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-54XX BJ8054X BJ KS88C0504-54 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-55XX BJ8054X BJ KS86C0504-55 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-57XX BJ8054X BJ KS88C0504-57 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-58XX BJ8054X BJ KS88C0504-58 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-59XX BJ8054X BJ KS88C0504-59 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-60XX BJ8054X BJ KS88C0504-60 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-61XX BJ8054X BJ KS88C0504-61 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-62XX BJ8054X BJ KS88C0504-62 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-63XX BJ8054X BJ KS88C0504-63 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-64XX BJ8054X BJ KS88C0504-64 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-65XX BJ8054X BJ KS88C0504-65 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-75XX BJ8054X BJ KS88C0504-75 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APE-76XX BJ8054X BJ KS88C0504-76 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8054X-APF-Z0XX BJ8054X BJ KS88C0504-Z0-MA 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8060X-ECA-01XX BJ8060X BJ KS88E0600-01 KS88E0600-01 FAB2
- --------------------------------------------------------------------------------------------
BJ8064C-APE-44XX BJ8064C BJ KS88C0604-44 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064C-APH-44XX BJ8064C BJ KS88C0604-44 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064C-APE-59XX BJ8064C BJ KS88C0604-59 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064C-APH-59XX BJ8064C BJ KS88C0604-59 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064C-APE-06XX BJ8064C BJ KS88C0604C-06 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064D-APE-06XX BJ8064D BJ KS88C0604-06D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-06XX BJ8064D BJ KS88C0604-06D 8BIT MICOM FA83
- --------------------------------------------------------------------------------------------
BJ8064D-APE-26XX BJ8064D BJ KS88C0604-26D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-31XX BJ8064D BJ KS88C0604-31D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-31XX BJ8064D BJ KS88C0604-31D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-43XX BJ8064D BJ KS88C0604-43D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-43XX BJ8064D BJ KS88C0604-43D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-44XX BJ8064D BJ KS88C0604-44 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-44XX BJ8064D BJ KS88C0604-44 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-57XX BJ8064D BJ KS88C0604-57D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-63XX BJ8064D BJ KS88C0604-63D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-63XX BJ8064D BJ KS88C0604-63D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-71XX BJ8064D BJ KS88C0604-71D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-71XX BJ8064D BJ KS88C0604-71D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-74XX BJ8064D BJ KS88C0604-74D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-74XX BJ8064D BJ KS88C0604-74D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-79XX BJ8064D BJ KS88C0604-79D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-79XX BJ8064D BJ KS88C0604-79D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-80XX BJ8064D BJ KS88C0604-80D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-80XX BJ8064D BJ KS88C0604-80D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-81XX BJ8064D BJ KS88C0604-81D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-81XX BJ8064D BJ KS88C0604-81D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-82XX BJ8064D BJ KS88C0604-82D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-82XX BJ8064D BJ KS88C0604-82D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-83XX BJ8064D BJ KS88C0604-83D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-83XX BJ8064D BJ KS88C0604-83D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-84XX BJ8064D BJ KS88C0604-84D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-85XX BJ8064D BJ KS88C0604-85D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-85XX BJ8064D BJ KS88C0604-85D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-86XX BJ8064D BJ KS88C0604-86D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-87XX BJ8064D BJ KS88C0604-87D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-88XX BJ8064D BJ KS88C0604-88D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-90XX BJ8064D BJ KS88C0604-90D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-91XX BJ8064D BJ KS88C0604-91D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-91XX BJ8064D BJ KS88C0604-91D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-94XX BJ8064D BJ KS88C0604-94D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 104
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ8064D-APH-94XX BJ8064D BJ KS88C0604-94D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-95XX BJ8064D BJ KS88C0604-95D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-96XX BJ8064D BJ KS88C0604-96D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-97XX BJ8064D BJ KS88C0604-97D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-97XX BJ8064D BJ KS88C0604-97D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-A0XX BJ8064D BJ KS88C0604-A0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-A1XX BJ8064D BJ KS88C0604-A1D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-A9XX BJ8064D BJ KS88C0604-A9D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-B0XX BJ8064D BJ KS88C0604-B0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-B1XX BJ8064D BJ KS88C0604-B1D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-B2XX BJ8064D BJ KS88C0604-B2D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-B3XX BJ8064D BJ KS88C0604-B3D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-B4XX BJ8064D BJ KS88C0604-B4D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-B4XX BJ8064D BJ KS88C0604-B4D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-B7XX BJ8064D BJ KS88C0604-B7D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-B8XX BJ8064D BJ KS88C0604-B8D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-B8XX BJ8064D BJ KS88C0604-B8D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-B9XX BJ8064D BJ KS88C0604-B9D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-C1XX BJ8064D BJ KS88C0604-C1D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-C1XX BJ8064D BJ KS88C0604-C1D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-40XX BJ8064D BJ KS88C0604-C2D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-C2XX BJ8064D BJ KS88C0604-C2D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-C2XX BJ8064D BJ KS88C0604-C2D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-C3XX BJ8064D BJ KS88C0604-C3D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-C3XX BJ8064D BJ KS88C0604-C3D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-C4XX BJ8064D BJ KS88C0604-C4D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-C4XX BJ8064D BJ KS88C0604-C4D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-C5XX BJ8064D BJ KS86C0604-C5D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APH-C5XX BJ8064D BJ KS88C0604-C5D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-C7XX BJ8064D BJ KS88C0604-C7D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-C9XX BJ8064D BJ KS88C0604-C9D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-D0XX BJ8064D BJ KS88C0604-D0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-D1XX BJ8064D BJ KS86C0604-D1D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-E0XX BJ8064D BJ KS88C0604-E0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-E1XX BJ8064D BJ KS88C0604-E1D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJB064D-06XW BJ8064D BJ KS88C0604P-06DWD 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-80XW BJ8064D BJ KS88C0604P-8ODWD 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064D-APE-Z0XX BJ8064D BJ KS88C0604-Z0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8064P-APF-01XX BJ8064P BJ KS88P0604 KS88P0604 FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-05XX BJ8064X BJ KS88C0604-05 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-05XX BJ8064X BJ KS88C0604-05 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-06XX BJ8064X BJ KS88C0604-06 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-06XX BJ8064X BJ KS88C0604-06 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-07XX BJ8064X BJ KS88C0604-07 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-07XX BJ8064X BJ KS88C0604-07 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-11XX BJ8064X BJ KS88C0604-11 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-11XX BJ8064X BJ KS88C0604-11 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-12XX BJ8064X BJ KS88C0604-12 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-12XX BJ8064X BJ KS88C0604-12 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-14XX BJ8064X BJ KS88C0604-14 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-14XX BJ8064X BJ KS88C0604-14 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-25XX BJ8064X BJ KS88C0604-25 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-25XX BJ8064X BJ KS88C0604-25 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-26XX BJ8064X BJ KS88C0604-26 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-26XX BJ8064X BJ KS88C0604-26 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-27XX BJ8064X BJ KS88C0604-27 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-27XX BJ8064X BJ KS88C0604-27 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-28XX BJ8064X BJ KS88C0604-28 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-28XX BJ8064X BJ KS88C0604-28 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-31XX BJ8064X BJ KS88C0604-31 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-31XX BJ8064X BJ KS88C0604-31 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-32XX BJ8064X BJ KS88C0604-32 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-32XX BJ8064X BJ KS88C0604-32 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-33XX BJ8064X BJ KS88C0604-33 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-33XX BJ8064X BJ KS88C0604-33 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-34XX BJ8064X BJ KS88C0604-34 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-34XX BJ8064X BJ KS88C0604-34 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-35XX BJ8064X BJ KS88C0604-35 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 105
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ8064X-APH-35XX BJ8064X BJ KS88C0604-35 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-36XX BJ8064X BJ KS88C0604-36 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJB064X-APH-36XX BJ8064X BJ KS88C0604-36 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-37XX BJ8064X BJ KS88C0604-37 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-37XX BJ8064X BJ KS88C0604-37 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-38XX BJ8064X BJ KS83C0604-38 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-38XX BJ8064X BJ KS88C0604-38 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJB064X-APE-40XX BJ8064X BJ KS88C0604-40 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-40XX BJ8064X BJ KS88C0604-40 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-42XX BJ8064X BJ KS88C0604-42 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-42XX BJ8064X BJ KS88C0604-42 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-43XX BJ8064X BJ KS88C0604-43 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-43XX BJ8064X BJ KS88C0604-43 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-44XX BJ8064X BJ KS88C0604-44 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-44XX BJ8064X BJ KS88C0604-44 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-56XX BJ8064X BJ KS88C0604-56 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-56XX BJ8064X BJ KS88C0604-56 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-57XX BJ8064X BJ KS88C0604-57 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-57XX BJ8064X BJ KS88C0604-57 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-58XX BJ8064X BJ KS88C0604-58 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-58XX BJ8064X BJ KS88C0604-58 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-60XX BJ8064X BJ KS88C0604-60 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-60XX BJ8064X BJ KS88C0604-60 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-61XX BJ8064X BJ KS88C0604-61 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-61XX BJ8064X BJ KS88C0604-61 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-62XX BJ8064X BJ KS88C0604-62 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-62XX BJ8064X BJ KS88C0604-62 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-63XX BJ8064X BJ KS88C0604-63 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-63XX BJ8064X BJ KS88C0604-63 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-64XX BJ8064X BJ KS88C0604-64 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-64XX BJ8064X BJ KS88C0604-64 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-65XX BJ8064X BJ KS88C0604-65 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-65XX BJ8064X BJ KS88C0604-65 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-66XX BJ8064X BJ KS88C0604-66 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-66XX BJ8064X BJ KS88C0604-66 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-67XX BJ8064X BJ KS88C0604-67 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-67XX BJ8064X BJ KS88C0604-67 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-68XX BJ8064X BJ KS88C0604-68 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-68XX BJ8064X BJ KS88C0604-68 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-69XX BJ8064X BJ KS88C0604-69 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-69XX BJ8064X BJ KS88C0604-69 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-71XX BJ8064X BJ KS88C0604-71 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-71XX BJ8064X BJ KS88C0604-71 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-74XX BJ8064X BJ KS88C0604-74 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-74XX BJ8064X BJ KS88C0604-74 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-75XX BJ8064X BJ KS88C0604-75 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-75XX BJ8064X BJ KS88C0604-75 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-76XX BJ8064X BJ KS88C0604-76 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-76XX BJ8064X BJ KS88C0604-76 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-77XX BJ8064X BJ KS88C0604-77 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-77XX BJ8064X BJ KS88C0604-77 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-78XX BJ8064X BJ KS88C0604-78 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-78XX BJ8064X BJ KS88C0604-78 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-79XX BJ8064X BJ KS88C0604-79 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-79XX BJ8064X BJ KS88C0604-79 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-80XX BJ8064X BJ KS88C0604-80 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-80XX BJ8064X BJ KS88C0604-80 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-83XX BJ8064X BJ KS88C0604-83 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-85XX BJ8064X BJ KS88C0604-85 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-86XX BJ8064X BJ KS88C0604-86 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-90XX BJ8064X BJ KS88C0604-90 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-90XX BJ8064X BJ KS88C0604-90 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-C2XX BJ8064X BJ KS88C0604-C2 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-C3XX BJ8064X BJ KS88C0604-C3 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-C4XX BJ8064X BJ KS88C0604-C4 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-C6XX BJ8064X BJ KS88C0604-C6 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-C7XX BJ8064X BJ KS88C0604-C7 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-C8XX BJ8064X BJ KS88C0604-C8 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 106
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ8064X-APE-C9XX BJ8064X BJ KS88C0604-C9 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-D0XX BJ8064X BJ KS88CO604-D0 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-D2XX BJ8064X BJ KS88C0604-D2 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-D3XX BJ8064X BJ KS88C0604-D3 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-D4XX BJ8064X BJ KS88C0604-D4 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-77XW BJ8064X BJ KS88C0604P-77WD 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APE-Z1XX BJ8064X BJ KS88C0604-Z1 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8064X-APH-Z1XX BJ8064X BJ KS88C0604-Z1-MA 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8080A-ECB-01XX BJ8080A BJ KS88E0800-01 KS88E0800-01 FAB2
- --------------------------------------------------------------------------------------------
BJ8088D-00XX BJ8088D BJ KS88C0808-00D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8088D-AQD-01XX BJ8088D BJ KS88C0808-01 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8088D-AQD-02XX BJ8088D BJ KS88C0808-02D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8088D-AQD-01XX BJ8088D BJ KS88C0808-10D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8088D-AQD-Z0XX BJ8088D BJ KS88C0808N-Z0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8088P-AQR-02XX BJ8088P BJ KS88P0808-02 KS88P0808-02 FAB2
- --------------------------------------------------------------------------------------------
BJ8088P-AQR-01XX BJ8088P BJ KS88P0808N KS88P0808N FAB2
- --------------------------------------------------------------------------------------------
BJ8O88P-AQD-01XX BJ8088P BJ KS88P0808N-01 KS88P0808N-01 FAB2
- --------------------------------------------------------------------------------------------
BJ8088X-AQD-01XX BJ8088X BJ KS88C0808 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8090X-EXF-01XX BJ8090X BJ KS88E0900-01 KS88E0900-01 FAB2
- --------------------------------------------------------------------------------------------
BJ8095P-00XX BJ8095P BJ KS88P0916-00 MASTER FAB3
- --------------------------------------------------------------------------------------------
BJ8200X-EEB-00XX BJ8200X BJ KS88E2000 Chinese Data Bank FAB2
- --------------------------------------------------------------------------------------------
BJ8200X-EEJ-01XX BJ8200X BJ KS88E2000 Chinese Data Bank FAB2
- --------------------------------------------------------------------------------------------
BJ820BD-EAB-01XX BJ820BD BJ KS88C2064-01 881T MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ820BD-EAE-01XX BJ820BD BJ KS88C2064-01D-01 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8305X-ATA-14XX BJ8305X BJ KS88C3016-14 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8305X-ATA-15XX BJ8305X BJ KS88C3016-15 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8305X-ATA-20XX BJ8305X BJ KS88C3016-20 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8305X-ATA-22XX BJ8305X BJ KS88C3016-22 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8305X-ATA-24XX BJ8305X BJ KS88C3016-24 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8305X-ATA-25XX BJ8305X BJ KS88C3016-25 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8305X-ATA-26XX BJ8305X BJ KS88C3016-26 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8305X-ATA-27XX BJ8305X BJ KS88C3016-27 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8305X-ATA-30XX BJ8305X BJ KS88C3016-30 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8305X-ATA-Z0XX BJ8305X BJ KS88C3016-Z0-MA 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315D-AQD-Z0XX BJ8315D BJ KS88C3208N-Z0D 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
BJ8315X-AQP-01XX BJ8315X BJ KS88C3116-01 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQP-10XX BJ8315X BJ KS88C3116-10 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-10XX BJ8315X BJ KS88C3116-10 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQP-12XX BJ8315X BJ KS88C3116-12 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-12XX BJ8315X BJ KS88C3116-12 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQP-13XX BJ8315X BJ KS88C3116-13 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-13XX BJ8315X BJ KS88C3116-13 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQP-16XX BJ8315X BJ KS88C3116-16 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-16XX BJ8315X BJ KS88C3116-16 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQP-17XX BJ8315X BJ KS88C3116-17 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQP-18XX BJ8315X BJ KS88C3116-18 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-18XX BJ8315X BJ KS88C3116-18 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQP-19XX BJ8315X BJ KS88C3116-19 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-19XX BJ8315X BJ KS88C3116-19 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQP-20XX BJ8315X BJ KS88C3116-20 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-20XX BJ8315X BJ KS88C3116-20 8BIT MICOM FAB2
- -------------------------------------------------------------------------------------------
BJ8315X-AQP-21XX BJ8315X BJ KS88C3116-21 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-21XX BJ8315X BJ KS88C3116-21 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-23XX BJ8315X BJ KS88C3116-23 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-24XX BJ8315X BJ KS88C3116-24 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-27XX BJ8315X BJ KS88C3116-27 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-28XX BJ8315X BJ KS88C3116-28 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-29XX BJ8315X BJ KS88C3116-29 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQD-30XX BJ8315X BJ KS88C3116-30 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-30XX BJ8315X BJ KS88C3116-30 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-34XX BJ8315X BJ KS88C3116-34 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-35XX BJ8315X BJ KS88C3116-35 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-36XX BJ8315X BJ KS88C3116-36 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-37XX BJ8315X BJ KS88C3116-37 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-38XX BJ8315X BJ KS88C3116-38 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-39XX BJ8315X BJ KS88C3116-39 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8315X-AQR-40XX BJ8315X BJ KS88C3116-40 8BIT MICOM FAB2
- --------------------------------------------------------------------------------------------
BJ8321D-AQR-01XX BJ8321D BJ KS88C3216A-01 8BIT MICOM FAB3
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 107
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ8325D-00XX BJ8325D BJ KS88C3216-00D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-01XX BJ8325D BJ KS88C3216-01D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-02XX BJ8325D BJ KS88C3216-02D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-14XX BJ8325D BJ KS88C3216-14D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-15XX BJ8325D BJ KS88C3216-15D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-20XX BJ8325D BJ KS88C3216-20D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ6325D-AQR-22XX BJ8325D BJ KS88C3216-22D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-23XX BJ8325D BJ KS88C3216-23D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-24XX BJ8325D BJ KS88C3216-24D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-25XX BJ8325D BJ KS88C3216-25D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-26XX BJ8325D BJ KS88C3216-26D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-27XX BJ8325D BJ KS88C3216-27D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-28XX BJ8325D BJ KS88C3216-28D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-29XX BJ8325D BJ KS88C3216-29D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-34XX BJ8325D BJ KS88C3216-34D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-35XX BJ8325D BJ KS88C3216-35D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AOR-36XX BJ8325D BJ KS88C3216-36D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-37XX BJ8325D BJ KS88C3216-37D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-38XX BJ8325D BJ KS88C3216-38D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-39XX BJ8325D BJ KS88C3216-39D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-40XX BJ8325D BJ KS88C3216-40D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-42XX BJ8325D BJ KS88C3216-42D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-48XX BJ8325D BJ KS88C3216-48D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-49XX BJ8325D BJ KS88C3216-49D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-50XX BJ8325D BJ KS88C3216-50D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-51XX BJ8325D BJ KS88C3216-51D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-52XX BJ8325D BJ KS88C3216-52D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-53XX BJ8325D BJ KS88C3216-53D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQR-54XX BJ8325D BJ KS88C3216-54D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325D-AQD-Z0XX BJ8325D BJ KS88C3216N-Z0D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8325X-00XX BJ8325X BJ KS88C3216-00X 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-01XX BJ8325X BJ KS88C3216-01 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQD-03XX BJ8325X BJ KS88C3216-03 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-03XX BJ8325X BJ KS88C3216-03 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-04XX BJ8325X BJ KSBSC3216-04 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-05XX BJ8325X BJ KS88C3216-05 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-06XX BJ8325X BJ KS88C3216-06 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-07XX BJ8325X BJ KS88C3216-07 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-08XX BJ8325X BJ KS88C3216-08 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-09XX BJ8325X BJ KS88C3216-09 8BIT MICOM FA62
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-10XX BJ8325X BJ KS88C3216-10 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-11XX BJ8325X BJ KS88C3216-11 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-12XX BJ8325X BJ KS88C3216-12 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-13XX BJ8325X BJ KS88C3216-13 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-14XX BJ8325X BJ KS88C3216-14 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-15XX BJ8325X BJ KS88C3216-15 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-16XX BJ8325X BJ KS88C3216-16 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-17XX BJ8325X BJ KS88C3216-17 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-18XX BJ8325X BJ KS88C3216-18 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-21XX BJ8325X BJ KS88C3216-21 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8325X-AQR-24XX BJ8325X BJ KS88C3216-24 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-00XX BJ8415D BJ KS88C4116 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-00XX BJ8415D BJ KS88C4116-00D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-01XX BJ8415D BJ KS88C4116-01D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-02XX BJ8415D BJ KS88C4116-02D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-06XX BJ8415D BJ KS88C4116-06D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-11XX BJ8415D BJ KS88C4116-11D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-12XX BJ8415D BJ KS88C4116-12D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-13XX BJ8415D BJ KS88C4116-13D 8BIT MICOM FA83
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-14XX BJ8415D BJ KS88C4116-14D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-15XX BJ8415D BJ KS88C4116-15D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-17XX BJ8415D BJ KS88C4116-17D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-18XX BJ8415D BJ KS88C4116-18D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-19XX BJ8415D BJ KS88C4116-19D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415D-EWD-Z0XX BJ8415D BJ KS88C41160-Z0D 8BIT MICOM FAB3
- ------------------------------------------------------------------------------------------
BJ8415P-EWB-01XX BJ8415P BJ KS88P4116-01 KS88P4116-01 FAB3
- ------------------------------------------------------------------------------------------
BJ8415P-EWD-01XX BJ8415P BJ KS88P4116Q KS88P4116Q FAB3
- ------------------------------------------------------------------------------------------
BJ8415X-00XX BJ8415X BJ KS88C4116-00X 8BIT MICOM FAB2
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 108
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ8415X-EWD-02XX BJ8415X BJ KS88C4116-02 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8415X-EWD-05XX BJ8415X BJ KS88C4116-05 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8415X-EWD-06XX BJ8415X BJ KS88C4116-06 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8415X-EWD-07XX BJ8415X BJ KS88C4116-07 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8415X-EWD-08XX BJ8415X BJ KS88C4116-08 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8415X-EWD-09XX BJ8415X BJ KS88C4116-09 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8415X-EWD-10XX BJ8415X BJ KS88C4116-10 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8415X-EWD-12XX BJ8415X BJ KS88C4116-12 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428A-AQD-14XX BJ8428A BJ KS88C4204-14 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428A-AQD-04XX BJ8428A BJ KS88C4208-04 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428A-AQD-07XX BJ8428A BJ KS88C4208-07 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428A-AQD-08XX BJ8428A BJ KS88C4208-08 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428A-AQD-10XX BJ8428A BJ KS88C4208-10 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428A-AQD-11XX BJ8428A BJ KS88C4208-11 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428A-AQD-12XX BJ8428A BJ KS88C4208-12 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428A-AQD-13XX BJ8428A BJ KS88C4208-13 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428A-AQD-15XX BJ8428A BJ KS88C4208-15 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428A-AQD-16XX BJ8428A BJ KS88C4208-16 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428D-00XX BJ8428D BJ KS88C4208-00D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428D-AQD-01XX BJ8428D BJ KS88C4208-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428D-AQD-04XX BJ8428D BJ KS88C4208-04D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428D-AQD-10XX BJ8428D BJ KS88C4208-10D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428D-AQD-16XX BJ8428D BJ KS88C4208-16D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428D-AQD-17XX BJ8428D BJ KS88C4208-17D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428D-AQD-18XX BJ8428D BJ KS88C4208-18D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428D-AQD-19XX BJ8428D BJ KS88C4208-19D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428D-AQD-Z0XX BJ8428D BJ KS88C4208N-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428D-EZE-Z0XX BJ8428D BJ KS88C4208Q-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428P-AQR-01XX BJ8428P BJ KS88P4208-01 MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8428P-EZE-01XX BJ6428P BJ KS88P8428Q-01 KS88P8428Q-01 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435A-ATB-03XX BJ8435A BJ KS88C4316-03 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435A-ATB-07XX BJ8435A BJ KS88C4316-07 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435A-ATB-08XX BJ8435A BJ KS88C4316-08 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435A-ATB-09XX BJ8435A BJ KS88C4316-09 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJB435A-ATB-12XX BJ8435A BJ KS88C4316-12 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435A-ATB-13XX BJ8435A BJ KS88C4316-13 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435A-ATB-14XX BJ8435A BJ KS88C4316-14 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435A-ATB-15XX BJ8435A BJ KS88C4316-15 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435D-00XX BJ8435D BJ KS88C4316-00D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435D-ATB-01XX BJ8435D BJ KS88C4316-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435D-ATA-03XX BJ8435D BJ KS88C4316-03D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435D-ATB-12XX BJ8435D BJ KS88C4316-12D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435D-ATB-14XX BJ8435D BJ KS88C4316-14D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435D-ATB-16XX BJ8435D BJ KS88C4316-16D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435D-ATB-17XX BJ8435D BJ KS88C4316-17D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435D-ATB-18XX BJ8435D BJ KS88C4316-18D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435D-ATA-19XX BJ8435D BJ KS88C4316-19D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8435D-ATA-Z0XX BJ8435D BJ KS88C4316N-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8440D-00XX BJ8440D BJ KS88C4400-00D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8440D-EWD-01XX BJ8440D BJ KSSBC4400-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8440D-EWD-Z0XX BJ8440D BJ KSBBC4400-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8440D-EWD-06XX BJ8440D BJ KS88C4404-06D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ6440X-EWD-01XX BJ8440X BJ KS88C4400-01 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-00XX BJ8444D BJ KS88C4404-00D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWD-01XX BJ8444D BJ KS88C4404-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWD-06XX BJ8444D BJ KS88C4404-06D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWG-06X3 BJ8444D BJ KS88C4404-06D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWD-07XX BJ8444D BJ KS88C4404-07 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWE-07XX BJ8444D BJ KS88C4404-07 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWE-07X3 BJ8444D BJ KS88C4404-07X3 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWD-08XX BJ8444D BJ KS88C4404-08 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWG-08X3 BJ8444D BJ KS88C4404-08D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWJ-08X3 BJ8444D BJ KS88C4404-08D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWE-08X3 BJ8444D BJ KS88C4404-08X3 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWD-10XX BJ8444D BJ KS88C4404-10D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWD-11XX BJ8444D BJ KSBBC4404-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWJ-12X3 BJ8444D BJ KSBBC4404-12D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWJ-13X3 BJ8444D BJ KS88C4404-13D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 109
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ8444D-EWD-14XX BJ8444D BJ KS88C4404-14D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8444D-EWD-Z0XX BJ8444D BJ KS88C4404Q-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8701P-01XX BJ8701P BJ PCA6A3E PCA6A3E FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8719X-00XX BJ8719X BJ KS86C7132-00X 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8719X-EXF-05XX BJ8719X BJ KS86C7132-05 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8719X-EXF-06XX BJ8719X BJ KS88C7132-06 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8719X-EXF-07XX BJ8719X BJ KS88C7132-07 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8719X-EXF-09XX BJ8719X BJ KS88C7132-09 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8719X-EXF-10XX BJ8719X BJ KS88C7132-10 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8719X-EXF-11XX BJ8719X BJ KS88C7132-11 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805D-00XX BJ8805D BJ KS88C8016-00D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805D-EWD-01XX BJ8805D BJ KS88C8016-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805D-EWD-14XX BJ8805D BJ KS88C8016-14D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805D-EWD-18XX BJ8805D BJ KS88C8016-18D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805D-EWD-19XX BJ8805D BJ KS88C8016-19D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805D-EWD-20XX BJ8805D BJ KS88C8016-20D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805D-EWD-21XX BJ8805D BJ KS88C8016-21D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805D-EWD-22XX BJ8805D BJ KS88C8016-22D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805D-EWD-23XX BJ8805D BJ KS88C8016-23D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805D-EWD-25XX BJ8805D BJ KS88C8016-25D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-00XX BJ8805X BJ KS88C8016-00X 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWB-03XX BJ8805X BJ KS88C8016-03 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWB-04XX BJ8805X BJ KS88C8016-04 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-04XX BJ8805X BJ KS88C8016-04 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-06XX BJ8805X BJ KS88C8016-06 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-07XX BJ8805X BJ KS88C8016-07 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-08XX BJ8805X BJ KS88C8016-08 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-09XX BJ8805X BJ KS88C8016-09 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-10XX BJ8805X BJ KS88C8016-10 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-11XX BJ8805X BJ KS88C8016-11 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-12XX BJ8805X BJ KS88C8016-12 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-13XX BJ8805X BJ KS88C8016-13 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-14XX BJ8805X BJ KS88C8016-14 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-15XX BJ8805X BJ KS88C8016-15 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-16XX BJ8805X BJ KS88C8016-16 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-17XX BJ8805X BJ KS88C8016-17 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-18XX BJ8805X BJ KS88C8016-18 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWD-19XX BJ8805X BJ KS88C8016-19 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWA-Z0XX BJ8805X BJ KS8BC8016-Z0-MA 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8805X-EWB-Z1XX BJ8805X BJ KS88C8016-Z1-MA 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8809P-EWD-01XX BJ8809P BJ KS88P8032Q KS88P80320 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8880D-EWD-Z0XX BJ8880D BJ KS88C8016Q-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8900X-EAA-01XX BJ8900X BJ KS88C9000 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8900X-ECB-01XX BJ8900X BJ KS88C9000-01 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8918X-UCB-01X1 BJ8918X BJ KS88C9108-01 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8918X-UCC-01X1 BJ8918X BJ KS88C9108-01 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8918X-UCE-01X1 BJ8918X BJ KS88C9108-01 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8921X-UCF-01X1 BJ8921X BJ KS88C9210-01 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8921X-UCF-05Xl BJ8921X BJ KS88C9210-05 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8930X-EBA-01XX BJ8930X BJ KS88E9300-01 KS88E9300-01 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8930X-ECA-01XX BJ8930X BJ KS88E9300-01 KS88E9300-01 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8930X-ECB-01XX BJ8930X BJ KS88E9300-01 KS88E9300-01 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935D-00X1 BJ8935D BJ KS88C9316-00 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935D-ATB-01XX BJ8935D BJ KS88C9316-01 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935D-UCF-01X1 BJ8935D BJ KS88C9316-01 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935D-UCK-01X2 BJ8935D BJ KS88C9316-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935D-ATB-10XX BJ8935D BJ KS88C9316-10D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935D-UCL-10X2 BJ8935D BJ KS88C9316-10X2 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935D-ATB-20XX BJ8935D BJ KS88C9316-20D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935D-UCL-20X2 BJ8935D BJ KS88C93l6-20X2 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935D-UCK-30X2 BJ8935D BJ KS88C93l6-30X2 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935D-UCM-40X2 BJ8935D BJ KS88C9316-40D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935X-ATA-00X1 BJ8935X BJ KS88C9316-00 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935X-APF-01XX BJ8935X BJ KS88C9316-01 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935X-ATB-01X1 BJ8935X BJ KS88C9316-01 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8935X-ATB-01XX BJ8935X BJ KS88C9316-01 8BIT MICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8940X BJ8940X BJ KS88E9400 KS88C9408 EVA Chip FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8940X-01XX BJ8940X BJ KS88E9400 KS88C9408 EVA Chip FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 110
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ8940X-ECA-01XX 8JB940X BJ KS80E9400 KS88C9408 EVA Chip FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8940X-ECB-01XX BJ8940X BJ KS88E9400 KS88C9408 EVA Chip FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8940X-ATA-01XX BJ8940X BJ KS68E9400TY KS88C9408 EVA Chip FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8940X-ATB-01XX BJ8940X BJ KS8BE9400TY KS88C9408 EVA Chip FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-ATA-01XX BJ8948D BJ KS88C9408-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-UCK-01X2 BJ0948D BJ KS88C9408-0IX2 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-ATA-02XX BJ8948D BJ KS88C9408-02D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-UCK-03X2 BJ8948D BJ KS8BC9408-03X2 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-UCK-04X2 BJ8948D BJ KS88C9408-041D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-UCL-10X2 BJ8948D BJ KS88C9408-10 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-ATA-10XX BJ89480 BJ KS88C9408-I0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-ATA-10X2 BJ8948D BJ KS88Cg408-l0X2-* 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-UCL-20X2 BJ8948D BJ KS88C9408-20 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-ATA-20XX BJ8948D BJ KS8BC9408-20D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-ATA-20X2 BJ8948D BJ KS88C9408-20X2 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-ATA-30XX BJ8948D BJ KS88C9408-30D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-UCK-31X2 BJ8948D BJ KS88C9408-31D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8g48D-A1D-32XX BJ8948D BJ KS88C9408-32D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-A1D-32XX BJ8948D BJ KSS8C9408-32D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-UCK-33X2 BJ8948D BJ KS88C9408-33D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8948D-UCK-34X2 BJ8948D BJ KS88C9408-34D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8960X-ECB-01XX BJ8960X BJ KS88E9600-00 SMART CARD IC KS88C9616 EVA FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8965X-UCK-01X2 BJ8965X BJ KS88C9616-00 8BITMICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ8965X-00XX BJ8965X BJ MASTER SMARTCARDIC FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004D-00XX BJ9004D BJ KS86C0004-00D 88ITMICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004D-APH-01XX BJ9004D BJ KS86C0004-01 861TMICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004D-APE-01XX BJ9004D BJ KS86C0004-01D 8BITMICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004D-APE11XX BJ9004D BJ KS86C0004-11D BBITMICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004D-APE-12XX BJ9004D BJ KS86C0004-12D 8BITMICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004D-APE-13XX BJ9004D BJ KS86C0004-13D 8BITMICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004D-APE-19XX BJ9004D BJ KS86C0004-19D BBITMICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004D-AVB-K3XX BJ9004D BJ KS86C0004-K3E BBITMICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004D-BON-K4XX BJ9004D BJ KS86C0004-K4E EIBITMICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004D-APE-Z0XX BJ9004D BJ KS86C0004-Z0D EIBITMICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004X-APE-01XX BJ9004X BJ KS86C0004-01 881TMICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9004X-APH-01XX BJ9004X BJ KS86C0004-01 8BITMICOM FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-10XX BJ9420D BJ KS24C010 SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-10CX BJ9420D BJ KS24C010C SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-10CX BJ9420D BJ KS24C010CS SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-10CX BJ9420D BJ KS24C010CSTF SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-10W2 BJ9420D BJ KS24C010CW SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-101X BJ9420D BJ KS24C0101 SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-101X BJ9420D BJ KS24C0101S SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-101X BJ9420D BJ KS24C0101STF SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-10P2 BJ9420D BJ KS24C010P-DC Serial EE PROM 1K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-10XX BJ9420D BJ KS24C010S SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-10XX BJ9420D BJ KS24C010STF SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-11XX BJ9420D BJ KS24C011 SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-11CX BJ9420D BJ KS24C011C SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-11CX BJ9420D BJ KS24C011CS SERIAL EE PROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-11CX BJ9420D BJ KS24C011CSTF Serial EEPROM 1K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-11W2 BJ9420D BJ KS24C011CW SERIAL EEPROM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-11IX BJ9420D BJ KS24C0111 SERIAL EEPROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-11IX BJ9420D BJ KS24C0111S SERIAL EEPROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-11IX BJ9420D BJ KS24C0111STF SERIAL EEPROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-11XX BJ9420D BJ KS24C011S SERIAL EEPROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-11XX BJ9420D BJ KS24C011STF SERIAL EEPROM 1K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-20XX BJ9420D BJ KS24C020 SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-20CX BJ9420D BJ KS24C020C SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-20CX BJ9420D BJ KS24C020CS SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-20CX BJ9420D BJ KS24C020CSTF SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCN-20C1 BJ9420D BJ KS24C020CTTF Serial EEPROM 2K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-20W2 BJ9420D BJ KS24C020CW SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-20IX BJ9420D BJ KS24C020I SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-20IX BJ9420D BJ KS24C020IS SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-20IX BJ9420D BJ KS24C020ISTF SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-20XX BJ9420D BJ KS24C020STF SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-21XX BJ9420D BJ KS24C021 SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 111
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BJ9420D-ACC-21CX BJ9420D BJ KS24C021C SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-UCN-21C2 BJ9420D BJ KS24C021C8 Serial EEPROM lK Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-21CX BJ9420D BJ KS24C021CS SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-21CX BJ9420D BJ KS24C021CSTF SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-21W2 BJ9420D BJ KS24C021CW Serial EEPROM I K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-21W2 BJ9420D BJ KS24C021CW Serial EEPROM I K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-211X BJ9420D BJ KS24C0211 SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-211X BJ9420D BJ KS24C0211S SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-211X BJ9420D BJ KS24C0211STF SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-21XX BJ9420D BJ KS24C021S SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-BCC-21XX BJ9420D BJ KS24C021STF SERIAL EEPROM 2K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9420D-ACC-00XX BJ9420D BJ MASTER SERIAL EEPROM I K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9421X-11P2 BJ9421X BJ KS24C011SC-DC Serial EEPROM I K Bit PELLET to FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9450X-ACC-01CX BJ9450X BJ KS24L161C 16K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9450X-ACC-51CX BJ9450X BJ KS24L161C 16K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9450X-UCN-01C2 BJ9450X BJ KS24L161CB 16K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9450X-UCN-51C2 BJ9450X BJ KS24L161CB 16K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9450X-UCN-52C2 BJ9450X BJ KS24L161CB 16K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9450X-BCC-01CX BJ9450X BJ KS24L161CS 16K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9450X-BCC-51CX BJ9450X BJ KS24L161CS 16K SIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-40CX BJ9480D BJ KS24C040C SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-40CX BJ9480D BJ KS24C040CS SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-40CX BJ9480D BJ KS24C040CSTF SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-40W2 BJ9480D BJ KS24C040CW SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-40W2 BJ9480D BJ KS24C040CW SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-401X BJ9480D BJ KS24C0401 SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-401X BJ9480D BJ KS24C0401S SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-401X BJ9480D BJ KS24C0401STF SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-40XX BJ9480D BJ KS24C040STF SERIAL EEPROM 4K SIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-41XX BJ9480D BJ KS24C041 SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-41CX BJ9480D BJ KS24C041C SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-41CX BJ9480D BJ KS24C041CS SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-41CX BJ9480D BJ KS24C041CSTF SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-41W2 BJ9480D BJ KS24C041CW Serial EEPROM 8K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-41W2 BJ9480D BJ KS24C041CW Serial EEPROM 8K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-411X BJ9480D BJ KS24C0411 SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-411X BJ9480D BJ KS24C0411S SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-411X BJ9480D BJ KS24C0411STF SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-41XX BJ9480D BJ KS24C041S SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-41XX BJ9480D BJ KS24C041STF SERIAL EEPROM 4K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-80CX BJ9480D BJ KS24C080C SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-80CX BJ9480D BJ KS24C080CS SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-80CX BJ9480D BJ KS24C080CSTF Serial EEPROM 8K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-80W2 BJ9480D BJ KS24C080EW Serial EEPROM 8K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-80W2 BJ9480D BJ KS24C080CW Serial EEPROM 8K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-B01X BJ9480D BJ KS24C0801 SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-801X BJ9480D BJ KS24C0801S SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-801X BJ9480D BJ KS24C0801STF SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-80XX BJ9480D BJ KS24C080STF SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-81XX BJ9480D BJ KS24C081 SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-81CX BJ9480D BJ KS24C081C SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-81CX BJ9480D BJ KS24C081CS SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-81CX BJ9480D BJ KS24C081CSTF Serial EEPROM 8K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-81W2 BJ9480D BJ KS24C081CW Serial EEPROM SK Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-81W2 BJ9480D BJ KS24C081CW Serial EEPROM 8K Bit FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-811X BJ9480D BJ KS24C0811 SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-811X BJ9480D BJ KS24C0811S SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-811X BJ9480D BJ KS24C0811STF SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-81XX BJ9480D BJ KS24C081S SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-BCC-81XX BJ9480D BJ KS24C081STF SERIAL EEPROM 8K BIT FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9480D-ACC-00XX BJ9480D BJ MASTER MASTER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BJ94B0X-ACC-01XX BJ94B0X BJ KS24C641 64K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ94B0X-ACL-91CX BJ94B0X BJ KS24L321C 32K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ94B0X-BCG-91CX BJ94B0X BJ KS24L321CS 32K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ94B0X-ACL-B1CX BJ94B0X BJ KS24L641C 64K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ94B0X-BCG-B1CX BJ94B0X BJ KS24L641CS 64K BIT EEPROM WITH 12C SERIAL FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ94B0X-00XX BJ94B0X BJ MASTER SERIAL EEPROM(32K.64K) FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BJ9820X-ERA-13XX BJ9820X BJ KS9820-13 LOGIC DECK CONTROLLER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 112
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BK5125A-01XP BK5125A BK KS5125BP-ACC CLOCK IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BK5125A-02XP BK5125A BK KS5125BP-BCC CLOCK IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BK5125A-03XP BK5125A BK KS5125BP-CCC CLOCK IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BK5125A-04XP BK5125A BK KS5125BP-DCC CLOCK IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BK5127A-APE-01XX BK5127A BK KS5127 AUTOMOTIVE DIGITAL CLOCK FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1021X-FBB-01XX BL1021X BL CX90 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1031X-ERJ-01XX BL1031X BL R&D FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1032X-BNE-01XX BL1032X BL F98EI FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1033X-ERJ-01XX BL1033X BL R&D FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1033X-ERB-01XX BL1033X BL SF9024 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1036X-EDA-01XX BL1036X BL BUSLOGIC FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1036X-EDK-01XX BL1036X BL BUSLOIC FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1038X-EWD-01XX BL1038X BL 91C12A FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1048X-ETF-01XX BL1048X BL 91C13 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1057X-BKA-01XX BL1057X BL TONECHIP FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1067X-ESB-01XX BL1067X BL JS150003 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1071X-EWF-01XX BL1071X BL F82C5086B FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1071X-FBC-01XX BL1071X BL F82C5086BL SCSI CONTROLLER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1075X-ERF-01XX BL1075X BL SF9026A FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1075X-ERJ-01XX BL1075X BL SF9026A FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1076X-ACC-01XX BL1076X BL SM9214A FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1077X-A0L-01XX BL1077X BL EHAC92006 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1079X-EWA-01XX BL1079X BL JS150005 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1079X-EWD-01XX BL1079X BL JS150005 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1081X-ETA-01XX BL1081X BL OKSOR13 SOUND BLASTER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1083X-BKA-01XX BL1083X BL KD2320 CARD READER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1083X-BMA-01XX BL1083X BL KD2324 CARD READER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1084X-EXF-01XX BL1084X BL OKSOR13A OKSORI CARD FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1085X-BKA-01XX BL1085X BL KD2320A CARD READER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1085X-BMA-01XX BL1085X BL KD2324A CARD READER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1086X-BKA-01XX BL1086X BL KD2320B FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL1086X-BMA-01XX BL1086X BL KD2324B FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5005X-ETF-01XX BL5005X BL SICG8005 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5008X-AME-01XX BL5008X BL SM9212 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5021X-EXF-01XX BL5021X BL JS500008 HAND PHON FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5022X-EWD-01XX BL5022X BL PTC05A C/S FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5023X-EXF-01XX BL5023X BL 82CIOB FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5026X-APE-01XX BL5026X BL JETKEYV5.0 KEYBOAD BIOS FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5026X-APH-011X BL5026X BL JETKEYV5.0 KEYBOAD BIOS FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5027X-APE-01XX BL5027X BL 80C03 PC COMMUNICATION FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5027X-APH-01XX BL5027X BL 8OC03 PC COMMUNICATION FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5027X-FZA-01XX BL5027X BL 80C03PL PC COMMUNICATION FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5029X-APE-01XX BL5029X BL 93C002 ROM BIOS FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5029X-APH-01XX BL5029X BL 93C002 ROM BIOS FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5034X-EWD-01XX BL5034X BL SRV9205CAB CDG DECODER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5035X-EWD-01XX BL5035X BL PTC04A FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5039X-EDA-0lXX BL5039X BL CV1021AF VIDEO CONTROLLER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5039X-EDK-01XX BL5039X BL CV1021AF VIDEO CONTROLLER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5040X-EEA-01XX BL5040X BL 80C28B FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5040X-EEJ-01XX BL5040X BL 80C28B FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5042X-EXF-01XX BL5042X BL MACAF01B FAX CONTROLLER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5043X-EXF-01XX BL5043X BL CDP9301 FAX CONTROLLER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5044X-EXF-01XX BL5044X BL VG660C PERIPHERAL INTERFACE FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5045X-FBC-01XX BL5045X BL SMS9303 TDX10 TIME SWITCH FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5051X-APE-0lXX BL5051X BL JETKEYV6A ROM BIOS FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5051X-APH-01XX BL5051X BL JETKEYV6A ROM BIOS FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5052X-EEA-01XX BL5052X BL 80C30A HOST INTERFACE CONTROLLER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5052X-EEJ-01XX BL5052X BL 80C30A HOST INTERFACE CONTROLLER FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5053X-EXF-01XX BL5053X BL AV1001 VIDEC IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5056X-ERF-01XX BL5056X BL SF9026C FDD FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5056X-ERJ-01XX BL5056X BL SF9026C FDD FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL5057X-EXF-01XX BL5057X BL 82C11 FAB2
- -----------------------------------------------------------------------------------------------------------------------------------
BL6015X-EDK-01XX BL6015X BL STL7068 VMS FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6016X-EEB-01XX BL6016X BL 343S0138-A MACINTOSH 1/0 SUBSYSTEM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6017X-EDA-01XX BL6017X BL SEGA160FS GAME PACK CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6017X-EDK-01XX BL6017X BL SEGA160FS GAME PACK CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6019X-EDA-01XX BL6019X BL STL70658 DKP ENGINE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6019X-EDK-01XX BL6019X BL STL70658 DKP ENGINE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 113
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BL6026X-EDA-01XX BL6026X BL VIDEOPOWERA GRAPHIC ACCELERATOR FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6026X-EDF-01XX BL6026X BL VIDEOPOWERA GRAPHIC ACCELERATOR FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6026X-EDK-01XX BL6026X BL VIDEOPOWERA GRAPHIC ACCELERATOR FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6026X-EDF-02XX BL6026X BL VIDEOPOWERB GRAPHIC ACCELERATOR FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6027X-EEJ-01XX BL6027X BL RC2018A2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6029X-EYB-01XX BL6029X BL 343S0802-01 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6031X-EXF-01XX BL6031X BL OKSOR12B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6033X-EDA-01XX BL6033X BL STL7065C FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6033X-EDK-01XX BL6033X BL STL7065C FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6044X-EXF-01XX BL6044X BL OKSOR12D FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6046X-EXF-01XX BL6046X BL AV1OO1A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6047X-EXF-01XX BL6047X BL STE9504 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6048X-EXF-01XX BL6048X BL OKSOR12E FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6054D-EDK-01XX BL6054D BL OKSOR14B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6054X-EDA-01XX BL6054X BL OKSOR14B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6057D-BMC-01XX BL6057D BL CL-PD6701 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6059D-EEJ-01XX BL6059D BL OKOVLY FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6061X-EXF-01XX BL6061X BL C16S FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6062X-EDA-01XX BL6062X BL STR9407A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6062X-EDK-01XX BL6062X BL STR9407A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6063X-EDA-01XX BL6063X BL CONQUEST FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6063X-EDK-01XX BL6063X BL CONQUEST FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6064X-EEH-01XX BL6064X BL STB9506 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6070X-EEJ-01XX BL6070X BL SDC9503 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6071X-EDA-01XX BL6071X BL JS600010 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6071X-EDK-01XX BL6071X BL JS600010 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6073X-EDI-01XX BL6073X BL STB9509 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6078D-EXP-01X3 BL6078D BL JS600011A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6079D-EXF-01XX BL6079D BL AV3001 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6080D-EDA-01XX BL6080D BL SVC9502C FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6080D-EDK-01XX BL6080D BL SVC9502C FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6082D-EXF-01XX BL6082D BL STE9603 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6086D-EDA-01XX BL6086D BL STR9407B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6086D-EDK-01XX BL6086D BL STR9407B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6087D-EXF-01XX BL6087D BL JE600012 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6088D-EDA-01XX BL6088D BL ASAH-UPC FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6088D-EDK-01XX BL6088D BL ASAH-UPC FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6089D-EDI-01XX BL6089D BL TDSP FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6090D-EXF-01XX BL6090D BL SHUTTLE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6092D-BKA-01XX BL6092D BL I-LIUART-TF FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6093D-EDA-01XX BL6093D BL SDC9603 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6093D-EDK-01XX BL6093D BL SOC9603 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6094D-EWD-01XX BL6094D BL DPX1021 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6095D-EZE-01XX BL6095D BL RADB FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6096D-APF-01XX BL6096D BL RADA FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6097D-EEE-01XX BL6097D BL STC9604 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6098D-EXF-01XX BL6098D BL JS600013 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6099D-01XX BL6099D BL RC208PWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6101D-EAD-01XX BL6101D BL SVA9601B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6102D-EAD-01XX BL61020 BL CS96SO20 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6103D-EDI-01XX BL6103D BL SDSP FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6104D-APE-01XX BL6104D BL MG2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6104D-APH-01XX BL6104D BL MG2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6105D-ECB-01XX BL6105D BL BCSC1 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6106D-EXF-01XX BL6106D BL SOLOMON FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6107D-FAB-01XX BL6107D BL AP9612 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6109D-EXF-01XX BL6109D BL SOLOMONA FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6110D-ERF-01XX BL6110D BL SF9026C1 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6110D-ERJ-01XX BL6110D BL SF9026C1 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6111D-FBA-01XX BL6111D BL CQM-2000 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6112D-ERF-01XX BL6112D BL SF9026C1A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6112D-ERJ-01XX BL6112D BL SF9026C1A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6113D-ETF-01XX BL6113D BL CS97S004 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6114D-EEJ-01XX BL6114D BL TACHYON FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6115D-ETF-01xx BL6115D BL SMBJ03 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6116D-FBA-01XX BL6116D BL COM-2000A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6117D-EXF-01XX BL6117D BL DOKEBI FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6118D-EDA-01XX BL6118D BL JS600020 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 114
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Production code M1S MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BL6118D-EDK-01XX BL6118D BL JS600020 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6220D-EXF-01XX BL6220D BL DOKEB11 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6221D- BL6221D BL SB100 Wire Bonder TEST FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6221D-01X3 BL6221D BL SG100PWD WIRE BONDER TEST FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL6222D-EXF-01XX BL6222D BL SB700PWD BONDER TEST FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7014D-EDA-01XX BL7014D BL OX10864 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7014D-EDK-01XX BL7014D BL OX10864 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7016D-EEJ-01XX BL7016D BL CL9110CI FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7019D-EEJ-01XX BL7019D BL F655488 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7020D-EDK-01XX BL7020D BL 9440RSC FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7022D-EEJ-01XX BL7022D BL G100B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7024X-ERF-01XX BL7024X BL SID9603 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7024X-ERJ-01XX BL7024X BL SID9603 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7025D-EEB-01XX BL7025D BL SSP4000 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7026D-EXF-01XX BL7026D BL V214 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7033D-APE-01XX BL7033D BL STD70TSCA FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7033D-APH-01XX BL7033D BL STD70TSCA FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7035D-ERA-01XX BL7035D BL KS7308 FREOUENCY CONVERSION MODULE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7039D-EEK-01XX BL7039D BL ISP10408 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7044X-EDA-01XX BL7044X BL STD70QM3 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7046D-EDK-01XX BL7046D BL 9440RSH FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7050X-ETK-01XX BL7050X BL V32A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7051D-EEH-01XX BL7051D BL MUSE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7052D-EEE-01XX BL7052D BL SPX808QB FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7053D-01XX BL7053D BL HM83755-BPWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7054D-EEJ-01XX BL7054D BL SDC9503A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7056D-EWD-01XX BL7056D BL D6305BB FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7057D-EXF-01XX BL70570 BL ECI101094 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7059D-EXF-01XX BL7059D BL SDQ-9605 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7060D-EEJ-01XX BL7060D BL G100C FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7061D-EEE-01XX BL7061D BL SID9501A HDD ENGINE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7062D-EEL-01XX BL70620 BL STB9605 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7063D-EXF-01XX BL7063D BL SDV9606 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7064X-EEE-01XX BL7064X BL SID9501AM HDD ENGINE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7065D-EXF-01XX BL7065D BL HT56710-B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7066D-EXH-01X3 BL7066D BL CST01C00A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7067D-ETJ-01X3 BL7067D BL CSS01C00 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7068D-EAC-01XX BL7068D BL ATEC376-QF2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7069D-EXF-01XX BL7069D BL STS9603 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7070D-EEJ-01XX BL7070D BL G100B2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7071D-EAE-01X3 BL7071D BL MD2205 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7072D-EEK-01XX BL7072D BL ISP1040B2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7073D-EWG-01X3 BL7073D BL JS700015A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7075D-EAC-01XX BL7075D BL TEC420V2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7076D-EEE-01XX BL7076D BL SID9501B HDD ENGINE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7077D-EAE-01X3 BL7077D BL SMD-9601A HDD ENGINE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7078D-EDA-01XX BL7078D BL SVV9602 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7078D-EDK-01XX BL7078D BL SVV9602 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7080D-EWD-01XX BL7080D BL ANALOG_CAG FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7080D-EAB-01XX BL7080D BL CAGCHIP1 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7080D-EXF-01XX BL7080D BL CAGCHIP1 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL70B1D-EAC-01XX BL7081D BL TEC420V4 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7082D-EEJ-01XX BL7082D BL STS9605 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7083D-EEE-01XX BL7083D BL SID9501C HDD ENGINE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7084D-ERA-01XX BL7084D BL KS7308 FREQUENCY CONVERSION MODULE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7086D-EYC-01XX BL7086D BL 081096-002-00 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7087D-EEJ-02XX BL7087D BL SID9501D HDD ENGINE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7088D-EXH-01X3 BL7088D BL CSD16C00 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7089D-EEE-01XX BL7089D BL CS96S033 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7090D-EXH-01X3 BL7090D BL CST01C00B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7091D-EDA-01XX BL7091D BL SDC9603A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7091D-EDK-01XX BL7091D BL SDC9603A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7092D-EAE-01X3 BL7092D BL MD2205A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7093D-EWE-01X3 BL7093D BL CIP1 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7094D-EEK-01XX BL7094D BL A236 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7095D-BNE-01XX BL7095D BL CDW27-1 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7095D-BNE-01XX BL7095D BL CDW27-ITF FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7095D-ERA-01XX BL7096D BL TMDA7628 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 115
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BL7097D-EEJ-01XX BL7097D BL SJC-9701 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7098D-EDA-01XX BL7098D BL SMD-9601B DVD DSP FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7098D-EDK-01XX BL7098D BL SMD-9601B DVD DSP FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7099D-EXF-01XX BL7099D BL JS700016 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7100D-EXH-01X3 BL7100D BL CST01C00C Paging procesor FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7100D-EXH-02X3 BL7100D BL CST01C00D Paging procesor FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7100D-EXH-03X3 BL7100D BL CST01C00E Paging procesor FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7100D-EXH-04X3 BL7100D BL CST01C00F Paging procesor FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7100D-EXH-05X3 BL7100D BL CST01C00G Paging procesor FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7100D-EXH-06X3 BL7100D BL CST01C00H Paging procesor FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7100D-EXH-07X3 BL7100D BL CST01C00I Paging procesor FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7100D-EXH-08X3 BL7100D BL CST01C00J Paging procesor FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7101D-EEE-01XX BL7101D BL SID9501E HDD ENGINE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7102D-01XX BL7102D BL TEC386V5PWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7102D-ECC-01X3 BL7102D BL TEC386V5PWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7103D-EEJ-01XX BL7103D BL SPJ9701 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7104D-VUA-01XX BL7104D BL ISPI240 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7105D-ERA-01XX BL7105D BL AU92024 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7107D-AKC-01XX BL7107D BL AUTOPLUS FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7108D-EDA-01XX BL7108D BL IDA2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7108D-EDK-01XX BL7108D BL IDA2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7109D-EAC-01XX BL7109D BL TEC420V6 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7110D-EWE-01X3 BL7110D BL CIP1A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7110D-EWJ-01X3 BL7110D BL CIP1A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7112D-EAC-01XX BL7112D BL SDIP4 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7113D-EXF-01XX BL7113D BL CS96S044 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7114D-EXH-01X3 BL7114D BL CSD16C00A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7115D-EXF-01XX BL7115D BL DAC1000 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7116D-EAD-01XX BL7116D BL SSSTBI FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7117D-EEJ-01XX BL7117D BL CS97S007 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7118D-EEJ-01XX BL7118D BL JS700019 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7120D-ECB-01XX BL7120D BL CS97S011 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7121D-EAE-01X3 BL7121D BL SVC97018 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7122D-EWD-01XX BL7122D BL EPAT1284 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7123D-E0B-01X3 BL7123D BL SMT-FLEX FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7124D-EAC-01XX BL7124D BL TEC422 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7126D-EEK-01XX BL7126D BL ISP1040C FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7128D-EAC-01XX BL7128D BL SCANIP FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7129D-EEJ-01XX BL7129D BL CS97S020 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7130D-ECB-01X3 BL7130D BL TEC440 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7132D-EAC-01XX BL7132D BL TEC422-V3 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7133D-EEJ-01XX BL7133D BL CSV97S026 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7135D-EAC-01XX BL7135D BL TEC422-V2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7136D-EEJ-01XX BL7136D BL DSV97-001A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7138D-FBB-01XX BL7138D BL USDA Dual Tone Multi Frequency FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7139D-EAC-01XX BL7139D BL TEC422V4 TEC422V4 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7142D-APE-01XX BL7142D BL S001 TELEPHONE SWITCH FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7142D-FZB-01XX BL7142D BL S001PL TELEPHONE SWITCH FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7143D-EEJ-01XX BL7143D BL ICP MPEG Encoder FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7144D-EAC-01XX BL7144D BL SCANIP2 Binarization and Image Process FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7145D-EEJ-01XX BL7145D BL DWDSP DSP FOR CAMCODER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7146G-EWE-01XX BL7146G BL BWAY9801 JOY PAD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7146G-01XP BL7146G BL BWAY9801PCC JOY PAD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7147D-EEJ-01XX BL7147D BL SYMPHONY [KOREAN] FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7148D-EEJ-01XX BL7148D BL WENS98A Digital Mult-imeter FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7149D-APE-01XX BL7149D BL S001BD COMMUNICATION FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7149D-FZB-01XX BL7149D BL S001BL COMMUNICATION FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7150G-ETD-01XX BL7150G BL P0LY01 JOY PAD CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7150G-01XP BL7150G BL POLY01PCC JOY PAD CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7151D-EEJ-01XX BL7151D BL AP19808 [KOREAN] FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7152D-FBB-01XX BL7152D BL USDA9808 DTMF GENERATOR FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7153D-ER1-01X3 BL7153D BL GEMINI Touchpad Controller FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7153D-ER1-0113 BL7153D BL GEMINI_APLS Touchpad Controller FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7154D-BKG-01XX BL7154D BL KD2420 CARD READ FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7154D-BMC-01XX BL7154D BL KD2424 CARD READER/WRITE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7155D-EEJ-01XX BL7155D BL SYMPHONYA [KOREAN] FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL7156D-EEJ-01XX BL7156D BL INKZ INKJET PRINTER CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8002X-EDA-01XX BL8002X BL STD80TS1 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 116
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BL8003D-EDA-01XX BL8003D BL STDL80TS1 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8007D-EDA-01XX BL8007D BL W33657-002 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8007D-EDK-01XX BL8007D BL W33657-002 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8007D-02XX BL8007D BL W33657002FPWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8007D-05XX BL8007D BL W33657005FPWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8007D-00XX BL8007D BL W33657FPWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8008D-EXF-01XX BL8008D BL OT1911A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8009D-BRA-01X3 BL8009D BL KS0902B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8009D-ERA-01X3 BL8009D BL KS0902B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8011D-BRA-01X3 BL8011D BL KS0903B FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8013D-EEJ-01XX BL8013D BL G188 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8014D-EDK-01XX BL8014D BL BL8014D FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8016D-00XX BL8016D BL W33652PWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8016D-02XX BL8016D BL W33652PWD-002 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8016D-05XX BL8016D BL W33652PWD-005 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8017D-00XX BL8017D BL W33649PWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8017D-02XX BL8017D BL W33649PWD-002 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8017D-05XX BL8017D BL W33649PWD-05XX FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8024D-EXF-01XX BL8024D BL IML1101X ATAPI DECODER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8025D-EDA-01XX BL8025D BL N22 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8025D-EDK-01XX BL8025D BL N22 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8026D-EXF-01XX BL8026D BL AV3002 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8027D-FZB-01XX BL8027D BL HDLC FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8028D-EXF-01XX BL8028D BL IML1102 ATAPI DECODER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8029D-EDK-01XX BL8029D BL SWITCH_08 NETWORK SWITCH FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8030D-EWG-01X3 BL8030D BL PSST FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8031D-EEJ-01XX BL8031D BL G188A FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8032D-APE-01XX BL8032D BL SAM8051 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8033D-ECB-01XX BL8033D BL IML2101 ATAPI DECODER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8034D-EXF-01XX BL8034D BL HT56710-C FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8035D-01XW BL8035D BL OZ990DPWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8036D-EDB-01XX BL8036D BL AZF3323 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8036D-EDK-01XX BL8036D BL AZF3323 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8037D-01XW BL8037D BL OZ992APWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8038D-EFA-01XX BL8038D BL CS97SO16 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8039D-EXF-01XX BL8039D BL JS800021 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8040D-EWE-01X3 BL8040D BL TRM9001 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8041D-VNA-01XX BL8041D BL NM6403 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8042D-EXH-01X3 BL8042D BL GT-48006-P-I FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8042D-EXP-01X3 BL8042D BL GT-48006-P-1 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8043D-EDK-01XX BL8043D BL NCLICK FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8044D-EDK-01XX BL8044D BL CIP2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8045D-FAA-01XX BL8045D BL OX16C952R FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8046D-FAB-01XX BL8046D BL OX16C954 UART 4 channel FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8048D-ERJ-01XX BL8048D BL EV868 VCD Controller FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8049D-EDK-01XX BL8049D BL HDCONV PROJECTION TV CONVERGENCE FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8050G-EEJ-01XX BL8050G BL FS-1 multimedia(projector) FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL805ID-EXF-01XX BL8051D BL SOP9801 image enhancement FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8052D-EDK-01XX BL8052D BL N22B KEYBOARD CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8053G-EXP-01X3 BL8053G BL LST3621 LCD CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8053G-EXP-01XX BL8053G BL LST3621 LCD CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8054G-EWE-01X3 BL8054G BL NEXUS1 PAGER CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8054G-EWJ-01X3 BL8054G BL NEXUS1 PAGER CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8055G-EDK-01XX BL8055G BL SNC9801 TC ATM Cell FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8056D-EWE-01X3 BL8056D BL TRM9001A IR CONTROLLER FOR DATA COMMUNI FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8056D-EWJ-01X3 BL8056D BL TRM9001A IR CONTROLLER FOR DATA COMMUNI FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8057D-EXF-01XX BL8057D BL CDIP1 COLOR COPIER CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8058D-EFA-01XX BL8058D BL CSV98S031 VIDEO COMMUNICATION PROCESSOR FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8059D-EXF-01XX BL8059D BL MMX Scanner BAR Coding FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8060D-EDK-01XX BL8060D BL NCLICK2 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8061D-EFA-01XX BL8061D BL CSV98SO31 VIDEO PROCESSOR FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8062G-EDK-01XX BL8062G BL SNC9801A TC ATM CELL FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8063D-EDJ-01X3 BL8063D BL ELSACON ISDN MODEM FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8064D-EDK-01XX BL8064D BL AV1003 Digital Still Camera FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8064D-EDK-01XX BL8064D BL AV1003 PC Camera (Video) FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8065D-EXP-01X3 BL8065D BL EV074 PC Camera FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8065D-01XW BL8065D BL EV074PWDPWD PC CAMERA FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8066G-ECC-01X3 BL8066G BL LEC3480 LCD Timing Controller FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 117
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BL8067D-EXF-01XX BL8067D BL PICASSO INKJET PRINTER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8068D-EFA-01XX BL8068D BL CSV98S033 VIDEO PHONE PROCESS FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8069D-EDK-01XX BL8069D BL SNC9801B PACKET DIVIDER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8070D-EEJ-01XX BL8070D BL LUD3840 TIMING CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8071D-00XX BL8071D BL W33649PWD FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8071D-02XX BL8071D BL W33649PWD-002 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8071D-05XX BL8071D BL W33649PWD-005 FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8072D-ANJ-01AX BL8072D BL NOV400-28P COMMUNICATION FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8072D-ANJ-01XX BL8072D BL NOV400-28P COMMUNICATION FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8072D-FZA-01XX BL8072D BL NOV400-44P COMMUNICATION FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8072D-FZA-011X BL8072D BL NOV400EXP-44P COMMUNICATION FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8073G-ECC-01X3 BL8073G BL LEC83640 LCD TIMING CONTROLLER FAB3
- -----------------------------------------------------------------------------------------------------------------------------------
BL8501H-EDA-01XX BL8501H BL BL8501H FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8501H-EDK-01XX BL8501H BL BL8501H FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8502H-01XX BL8502H BL W65554BAPWD FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8503K-EDK-01XX BL8503K BL BL8503K FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8504K-EDA-01XX BL8504K BL OAKDEV FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8504K-EDK-01XX BL8504K BL OAKDEV FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8505H-EDA-01XX BL8505H BL STD85TS2 FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8506K-EDA-01XX BL8506K BL STDL85TS2 FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8507H-EEJ-01XX BL8507H BL MIXERTSI FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8509H-EEJ-01XX BL8509H BL SID9501DS FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8510H-EDA-01XX BL8510H BL BL8510H FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8511H-EEH-01XX BL8511H BL SP8890 MPEG2 DECODER FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8512H-EEJ-01XX BL8512H BL SPJ9702 FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8512I-EEJ-01XX BL8512I BL SPJ9702D FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8514H-EXF-01XX BL8514H BL JS850022 FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8517H-EEJ-01XX BL8517H BL CSD97S023 FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8518H-APE-01XX BL8518H BL SAM31 FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8518H-FZA-01XX BL8518H BL SAM31_P 8BIT MICOM FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8520H-E0B-01X3 BL8520H BL CS97S013 FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8521H-EEJ-01XX BL8521H BL CSD97S024 FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8522H-EDG-01X3 BL8522H BL ALPHA-1 ALPHA-1 FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8522H-EDJ-01X3 BL8522H BL ALPHA-1 PCMCIA FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8524H-BGE-01XX BL8524H BL PICO PICO FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8525H-EEJ-01XX BL8525H BL SPJ9702E Hyper Enqine FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8526K-EXP-01X3 BL8526K BL PARROT3 VOICE RECOGNIZE FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8526K-EXP-01X3 BL8526K BL PARROT3 VOICE RECOGNIZER FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8527H-EEJ-01XX BL8527H BL CSD97S023A FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8528H-EEJ-01XX BL8528H BL CSD97S024A WLL Modem FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8529H-E0B-01X3 BL8529H BL CS97S013A PAGER DECODER FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8530H-EFA-01XX BL8530H BL VINCENT5E HDTV MPEG DECODER FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8532H-ETJ-01X3 BL8532H BL CST01C64A Paging Processor FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8532H-ETJ-02X3 BL8532H BL CST01C64B Paging Processor FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8532H-ETJ-03X3 BL8532H BL CST01C64C Paging Processor FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8532H-ETJ-04X3 BL8532H BL CST01C64D Paging Processor FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8532H-ETJ-06X3 BL8532H BL CST01C64F PAGING SIGNAL PROCESS FOR POCS FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8533H-ERJ-01XX BL8533H BL EVER-2 DVD Controller FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8534H-EXF-01XX BL8534H BL JS850030 Color LBP controller FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8535H-APE-01XX BL8535H BL SAM31_REV1 CONTROLLER FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8535H-EZE-01XX BL8535H BL SAM31_REV1Q 8031 FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8536H-EAD-01XX BL8536H BL SMC02 VDSL Modulator FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8537H-EAD-01XX BL8537H BL SMC03 VDSL MODEM CONTROLLER FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8538H-ECB-01XX BL8538H BL CSD17C00 [KOREAN] Voice Processor FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8539H-EXF-01XX BL8539H BL ES1373 MUSIC SYNTHESIZER FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8540H-EDK-01XX BL8540H BL DISPLAY-EFA LED DISPLAY CONTROLLER FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8541H-EXF-011X BL8541H BL CT2518 SOUND CARD FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8541H-EXF-01XX BL8541H BL ES1373B MUSIC SYNTHESIZER(SOUND CARD) FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8541H-EXF-01XX BL8541H BL ES1373BTF FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8542H-EAB-01XX BL8542H BL PTK001 Scanner Controller FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8542H-EDK-02XX BL8542H BL PTK001A SCANNER FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8543H-EFA-01XX BL8543H BL SPGP LBP(Laser Beam Printer) contro FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8544H-EEJ-01XX BL8544H BL JS850033 LBP CONTROLLER FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8545H-EDJ-01X3 BL8545H BL SMCO1 VDSL MODEM FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8548H-EXF-01XX BL8548H BL ESOTTO Keyboard Application FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8551H-EDK-01XX BL8551H BL DUOIP Color Scan & Copy FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8552H-EEJ-01XX BL8552H BL CSD98S040 W-CDMA MODEM CHIP (RIU) FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
BL8553H-EEJ-01XX BL8553H BL CSD98S041 W-CDMA MODEM CHIP (RP) FAB4
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 118
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BL8557H-EHA-01XX BL8557H BL JS850042 LBP Controller FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BL8557L-EHA-01XX BL8557L BL JS850042 LBP Controller FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BL8D02L-01XX BL8D02L BL TEST D.S.C[KOREAN] LCD Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL8D02L-ETF-01XX BL8D02L BL TEST D.S.C[KOREAN] LCD Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9001L-EEE-01XX BL9001L BL T9783SECA FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9001L-EEJ-01XX BL9001L BL T9783SECA FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9002L-EDA-01XX BL9002L BL BL9002L PROCESS VEHICLE FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9003L-EDA-01XX BL9003L BL BL9003L-EDA-01XX CSP7-[KOREAN] I/O QUAL. CHIP FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9004L-EDK-01XX BL9004L BL BL9004L FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9005L-EDA-01XX BL9005L BL BL9005L STD90/STDM90 I/O CELL TEST FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9005L-EDK-01XX BL9005L BL BL9005L FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9006L-EDK-01XX BL9006L BL BL9006L FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9007L-EDK-01XX BL9007L BL BL9007L CSP7 LIBRARY FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9008L-EJA-01X3 BL9008L BL STM9801 FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9009L-EAG-01X3 BL9009L BL STM9802 FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9010L-EAG-01X3 BL9010L BL STM9803 [KOREAN] Demodulator FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9011L-EEF-01X3 BL9011L BL TEC450V3 FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9012X-EEJ-01XX BL9012X BL SAINT5 Ethernet Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9012X-EEJ-01XX BL9012X BL SAINT5 Ethernet Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9013L-VNC-01XX BL9013L BL CX1000 Ethernet Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9014L-VUA-01XX BL9014L BL JUPITER Ethernet Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9014L-VUA-01XX BL9014L BL JUPITER Ethernet Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9015L-EDG-01XX BL9015L BL CAM-ENGINE Content Addressable Memory FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9017L-EEF-01X3 BL9017L BL 143 Digital Still Camera FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9018L-EEJ-01XX BL9018L BL JS900026 LBP Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9019L-EEG-01X3 BL9019L BL TEC452V1 SCSI CONTROL FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9019L-EEG-02X3 BL9019L BL TEC452V2 SCSI CNTR FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9020L-VVA-01XX BL9020L BL ISP1280 FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9021L-ECC-01X3 BL9021L BL FAS466V1 Target controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9022L-VNC-01XX BL9022L BL CX1000A Ethernet Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9023L-EXF-01XX BL9023L BL DARWIN Diqital Video FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9023L-EAB-01AX BL9023L BL DARWIN-128 Digital Video FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9024L-EEJ-01XX BL9024L BL GMFC1 Digital video frame rate conve FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9024L-EEJ-01XX BL9024L BL GMFC1 Digital video frame rate conve FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9025L-VUA-01XX BL9025L BL JUPITER-C Network application FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9026L-EEJ-01XX BL9026L BL JS900036 Laser Beam Printer Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9027L-EGA-01XX BL9027L BL SDP-9801 SCALING & FRC FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9028L-EXP-01X3 BL9028L BL LXD83620 LVDS(RX) FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BL9029L-ECC-01X3 BL9029L BL GEM354 SCSI CNTR FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BLBD01L-EDK-01XX BLBD01L BL MDL110 CSP8 LIBRARY FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BN0035X-ETD-01XX BN0035X BN KS0035 53 SEGMENT STATIC DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0040D-SEL-01X0 BN0040D BN KS0040TB-00-F00TF CHINESE/[KOREAN] FONT DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0040D-SFK-01X0 BN0040D BN KS0040TB-01-F00TF CHINESE/[KOREAN] FONT DRIVER & CON FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0040D-01P0 BN0040D BN KS0040UM-00CC CHINESE/[KOREAN] FONT DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0056X-01X3 BN0056X BN KS0056PCC TPH DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0065B-ETF-01XX BN0065B BN KS0065BQ FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0065B-ESB-01XX BN0065B BN KS0065BQ-T FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066B-EWF-01XX BN0066B BN KS0066F00-AN 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066B-EWD-01XX BN0066B BN KS0066F00Q 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-09XX BN0066C BN KS0066-09 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-01XX BN0066C BN KS0066F00Q 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-03XX BN0066C BN KS0066F03Q 16COM/40SEG CTRL, DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-04XX BN0066C BN KS0066F04Q 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-05XX BN0066C BN KS0066F05Q 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-06XX BN0066C BN KS0066F06Q 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-07XX BN0066C BN KS0066F07Q 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-08XX BN0066C BN KS0066F08Q 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-02XX BN0066C BN KS0066F59Q 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-11XX BN0066C BN KS00660-11 16COM/40SEG CTRL. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0066C-EWD-20XX BN0066C BN KS0066Q-20 16COM/40SEG CTRL. & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0067X-EXF-01XX BN0067X BN KS0063Q FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0068X-EXF-01XX BN0068X BN KS0068Q FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-01XX BN0069X BN KS0066U-00 16COM/40SEG CNTL & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-02XX BN0069X BN KS0066U-02B 16COM/40SEG CNTL & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-03XX BN0069X BN KS0066U-03 16COM/40SEG DRIVER& CONTROLLER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-04XX BN0069X BN KS0066U-04 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-05XX BN0069X BN KS0066U-05 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-06XX BN0069X BN KS0066U-06 11 6COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 119
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BN0069X-EWD-07XX BN0069X BN KS0066U-07 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-08XX BN0069X BN KS0066U-08 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-09XX BN0069X BN KS0066U-09 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-10XX BN0069X BN KS0066U-10B 16COM/40SEG CNTL & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-11XX BN0069X BN KS0066U-11 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BNW69X-EWD-14XX BN0069X BN KS0066U-14 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-15XX BN0069X BN KS0066U-15 16COM/40SEG CON & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-20XX BN0069X BN KS0066U-20 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-22XX BN0069X BN KS0066U-22 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-24XX BN0069X BN KS0066U-24 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-26XX BN0069X BN KS0066U-26B 16COM.40SEG CONTROLER &DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-27XX BN0069X BN KS0066U-27 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-31XX BN0069X BN KS0066U-31 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-EWD-32XX BN0069X BN KS0066U-32 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0069X-29XP BN0069X BN KS0066UP-29CC 16COM.40SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0070A-EAB-01XX BN0070A BN KS0070B-00 16COM.80SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0070A-EAB-05XX BN0070A BN KS0070B-05 16COM.80SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0070A-EAB-20XX BN0070A BN KS0070B-20 16COM.80SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0070A-10XW BN0070A BN KS0070SP-10FC 16COM.80SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0070A-21XP BN0070A BN KS0070BP-21CC 16COM.80SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0070A-22XP BN0070A BN KS0070BP-22CC 16COM.80SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0071A-SBC-02X7 BN0071A BN KS0071BTB-00-F02TF 32COM/60SEG CNTL. & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0071A-SBC-03X7 BN0071A BN KS0071BTB-00-F03TF 32COM/60SEG LCO CNTR/DRV FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0071A-SBC-08X7 BN0071A BN KS0071BTB-00-F08TF 32COM/60SEG CNTL. & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0071A-SBB-02X0 BN0071A BN KS0071BTB-01-F02TF 32COM/60SEG CNTLA DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0071A-SBB-03X0 BN0071A BN KS00718TS-01-F03TF 32COM/60SEG CNTLA DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0071A-SCG-02X7 BN0071A BN KS0071BTB-02-F02TF 32COM/60SEG CNTLA DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0071A-SCG-07X7 BN0071A BN KS0071BTB-02-F07TF 32COM/60SEG CNTLA DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0073X-EAB-01XX BN0073X BN KS0073-00 34COM.60SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0073X-09XP BN0073X BN KS0073P-09CC 34COM.60SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0073X-SBI-04X0 BN0073X BN KS0073TB-00-F04TF 34COM/60SEG CNTL. & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0073X-SBI-04X0 BN0073X BN KS0073TB-00-F04TF 34COM/60SEG CNTL. & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0073X-SBI-05X0 BN0073X BN KS0073TB-00-F05TF 34COM/60SEG CNTL. & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0074X-06XP BN0074X BN KS0074P-06CC 34COM.80SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0075X-03XP BN0075X BN KS0075P-03CC 34COM.100SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0075X-04XP BN0075X BN KS0075P-04CC 34COM.100SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0075X-05XP BN0075X BN KS0075P-05CC 34COM.100SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0076A-EWD-02XX BN0076A BN KS00766Q-02 16COM/40SEG CTRL DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0076B-EWD-01XX BN0076B BN KS0076BQ-00 16COM/40SEG CTRL DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0076B-EWD-02XX BN0076B BN KS0076BQ-02 16COM/40SEG CTRL DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0078X-EDA-01XX BN0078X BN KS0078-00 34COM.120SEG CNTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0078X-03XP BN0078X BN KS0078P-03CC 34COM.120SEG CNTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0078X-SFF-01X0 BN0078X BN KS0078TB-01-F00TF 34COM/120SEG CNTR. DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0079X-EDA-01XX BN0079X BN KS0079-00 34COM/120SEG CNTL. & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0083A-EXD-01XX BN0083A BN KS0083AN 80COM/SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0083A-EXF-01XX BN0083A BN KS0083Q 80COM/SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0084A-EXF-01XX BN0084A BN KS0084Q 80COM/SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0086X-EXF-01XX BN0086X BN KS0086 80CH COM/SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0086X-SCW-01X7 BN0086X BN KS0086TB-01TF 80CH COM/SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0090D-SEQ-02X7 BN0090D BN KS0090TB-02-F02TF 26COM.60SEG CONTR & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0090D-SFU-02X7 BN0090D BN KS0090TB-03-FO2TF 26COM.60SEG CONTR & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0090E-01P7 BN0090E BN KS0090BUM-00CC 26COM.60SEG CONTR & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0090E-50P7 BN0090E BN KS0090BUM-50-ICC 26COM.60SEG CONTR & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN009OX-SDW-01X7 BN0090X BN KS0090CTB-01-F00TF 26COM.64SEG CONTR & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0103A-EWF-01XX BN0103A BN KS0103AN 68COMDRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0103A-EWD-01XX BN0103A BN KS0103Q 68COM DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0103X-EWA-01XX BN0103X BN KS0103 GRAPHIC DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0104B-EXD-01XX BN0104B BN KS0104AN 80 SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0104B-EXF-01XX BN0104B BN KS0104Q 80 SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0105A-ETF-01XX BN0105A BN KS0105Q FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0106A-01XP BN0106A BN KS0106PCC DOT MATRIX FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0106A-EWD-01XX BN0106A BN KS0106Q DOT MATRIX FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0106X-EWA-01XX BN0106X BN KS0106 DOT MATRIX FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0106X-EWA-02XX BN0106X BN KS0106B DOT MATRIX FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0107X-EXF-01XX BN0107X BN KS0107Q FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0108A-EXF-01XX BN010BA BN KS0108B FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN0601X-SAK-01XX BN0601X BN KS0601TF
- -------------------------------------------------------------------------------------------------------------------------------
BN0602X-SAL-01XX BN0602X BN KS0602TF
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 120
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BN0608X-SEO-01X7 BN0608X BN KS0608TS-00TF 240CH SOURCE DVR FOR AV(M [KOREAN]) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0608X-01P7 BN0608X BN KS0608LUMCC 240CH SOURCE DRIVER FOR AV(M [KOREAN] FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0630A-SAZ-01XX BN0630A BN KS0630BTF FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0634X-ETF-01XX BN0634X BN KS0634Q2
- -------------------------------------------------------------------------------------------------------------------------------
BN064ID-SBQ-01X0 BN0641D BN KS0641TB-00TF 300/309CH. SOURCE DRIVER(64GS) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN064ID-SBF-01X0 BN0641D BN KS0641TB-02CTF 300/309CH SOURCE DRIVE(64 G/S) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN064ID-SBK-01X0 BN0641D BN KS0641TB-03BTF 300/309CH. SOURCE DRIVER(64GS) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SCN-01X0 BN0641D BN KS0641TB-03CTF 300/309CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN064ID-SEG-01X0 BN0641D BN KS0641TB-03DTF 300/309CH. SOURCE DRIVER(64GS) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN064ID-SBY-02X0 BN0641D BN KS0641TB-06TF 300/309CH. SOURCE DRIVER(64GS) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN064ID-SBZ-02X0 BN06410 BN KS0641TB-07TF 300/309CH. SOURCE DRIVER(64GS) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SCC-01X0 BN0641D BN KS0641TB-08-MTF 300/309CH. SOURCE DRIVER(6BIT) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SCK-01X0 BN0641D BN KS0641TB-10TF 300/309CH. SOURCE DRIVER(6BIT) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SCL-01X0 BN0641D BN KS0641TB-11TF 300/309CH. SOURCE DRIVER(6BIT) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SCR-01X0 BN0641D BN KS0641TB-13BTF 300/309CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SCR-01X0 BN0641D BN KS0641TB-13TF 300/309CH. SOURCE DRIVER(6BIT) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SDR-01X0 BN0641D BN KS0641TB-14TF 300/309CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SEX-01X0 BN0641D BN KS0641TB-15TF 300/309CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SFM-01X0 BN0641D BN KS0641TB-16TF 300/309CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SFY-01X0 BN0641D BN KS0641TB-18TF 300/309CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SGX-01X0 BN0641D BN KS0641TB-19TF 300/309CH LDI SOURCE DRV. FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641D-SHB-01X0 BN0641D BN KS0641TB-20TF TFT LCD 300/309CH SOURCE DRV. FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641E-SBK-01X0 BN0641E BN KS0641TB-038-FTF 300/309CH. SOURCE DRIVER(64GS) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0641F-SBK-01X0 BN0641F BN KS0641BTB-03BTF 300/309CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0644X-SFN-01X0 BN0644X BN KS0644TB-00TF 384CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0647X-SBP-01X0 BN0647X BN KS0647TB-00TF 256CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0647X-SDH-01X0 BN0647X BN KS0647TB-01BTF 256CH. TFT GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0647X-SFD-01X0 BN0647X BN KS0647TB-01CTF TFT LCD 256CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0647X-SCH-01X0 BN0647X BN KS0647TB-01TF 256 CH. GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0647X-SEY-01X0 BN0647X BN KS0647TB-03BTF 256CH TFT GATE DRIVE IC FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0647X-SEI-01X0 BN0647X BN KS0647TB-03TF 256CH. TFT GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0647X-SET-01X0 BN0647X BN KS0647TB-04TF TFT LCD 256CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0647X-SFR-01X0 BN0647X BN KS0647TB-05TF TFT LCD 256CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0652F-SCD-01X0 BN0652F BN KS0652CTB-00TF 300/309CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0652F-SCE-01X0 BN0652F BN KS0652CTB-01BTF 300/309CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0652F-SCF-01X0 BN0652F BN KS0652CTB-02BTF 300/309CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0652F-SDE-01X0 BN0652F BN KS0652CTB-07TF 300/309CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0654X-SCI-01X0 BN0654X BN KS0654CTB-00TF 384CH. TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0654X-SDG-01X0 BN0654X BN KS0654CTB-01BTF 384CH. TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0654X-SFE-01X0 BN0654X BN KS0654CTB-01CTF 384CH. TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0654X-SGG-01X0 BN0654X BN KS0654CTB-01DTF TFT LCD 384CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0654X-SGI-01X0 BN0654X BN KS0654CTB-02BTF TFT LCD 384CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0654X-SEJ-01X0 BN0654X BN KS0654CTB-02TF 384CH. TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0654X-SFZ-01X0 BN0654X BN KS0654CTB-03TF 384CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0654X-SGH-01X0 BN0654X BN KS0654CTB-04TF TFT LCD 384CH SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SCB-01X0 BN0655A BN KS0655BTB-00TF 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SBX-01X0 BN0655A BN KS0655BTB-02BTF 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SBW-01X0 BN0655A BN KS0655BTB-03TF 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SDF-01X0 BN0655A BN KS0655BTB-04BTF 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SDI-01X0 BN0655A BN KS0655BTB-04CTF 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SEH-01X0 BN0655A BN KS06558TS-04DTF 120CH TFT GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SGS-01X0 BN0655A BN KS0655BTB-04ETF TFT LCD 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SCO-01X0 BN0T55A BN KS0655BTB-04TF 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SDP-01X0 BN0655A BN KS0655BTB-0055BBTIFF 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
8N0655A-SDU-01X0 BN0655A BN KS0655BTB-05CTF 128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SEC-01X0 BN0655A BN KS0655BTB-05DTF 128CH.TFT GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SED-01X0 BN0655A BN KS0655BTB-05ETF 128CH.TFT GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SCU-01X0 BN0655A BN KS0655BTB-05TF 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SGT-01X0 BN0655A BN KS0655STB-06STF TFT LCD 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SDB-01X0 BN0655A BN KS0655BTB-06TF 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SDV-01X0 BN0655A BN KS0655BTB-0713TF 128CH.TFT GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SDJ-01X0 BN0655A BN KS06558TB-OTTF TFT LCD 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SDK-01X0 BN0655A BN KS0655BTB-08TF TFT LCD 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SGC-01X0 BN0655A BN KS0655BTB-09BTF TFT LCD 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SDN-01X0 BN0655A BN KS0655BTB-09TF 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SEB-01X0 BN0655A BN KS0655BTB-10TF 128CH.TFT GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SDZ-01X0 8N0655A BN KS0655BTB-11TF 128CH.TFT GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SFG-01X0 BN0655A BN KS0655BTB-12TF TFT LCD 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 121
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BN0655A-SFI-01X0 BN0655A BN KS06558TB-13TF TFT LCD 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SFL-01X0 BN0655A BN KS0655BTB-14TF TFT LCO 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0655A-SGN-01X0 BN0655A BN KS0655BTB-15TF TFIF LCD 120/128CH GATE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN066OX-SFJ-01X0 BN066OX BN KS0660TB-00TF 384CH TFT LCD SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0664X-SFC-01X0 BN0664X BN KS0664TB-00TF PORT 384CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0665X-SCB-01X7 BN0665X BN KS0655TB-00TF TFT DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0708X-SCV-01X0 BN0708X BN KS070STB-00TF 64COM/128SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN071 I D-SEK-01X0 BN07110 BN KS071ITB-01TF 65COM.132SEG CONT & DVR (4G/S)
- -------------------------------------------------------------------------------------------------------------------------------
BN071 I D-SEM-0 1 X0 BN0711D BN KS0711TB-02TF 65COM.132SEG DVR & CNTR(4G/S) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0713D-SEV-01X0 BN0713D BN KS0713TB-04TF 65COM.132SEG DRIVER WITH RAM FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0715A-SES-01X0 BN0715A BN KS0715TB-01TF 33COM.100SEG CONTR & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0715X-SER-01X0 BN0715X BN KS0715TB-OOTF 33COM.100SEG CONTR & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0715X-SES-OlX7 BN0715X BN KS0715TB-01-G4TF 33COM.100SEG GRAPHIC DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0715X-SES-01X0 BN0715X BN KS0715TB-01TF 33COM.100SEG CONTR & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0715X-01PO BN0715X BN KS0715UMCC 33COM.100SEG CONTR & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0717X-SFO-01X0 BN0717X BN KS0717TS-00TF 55COM.100SEG GRAPHIC DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0717X-SFP-01X0 BN0717X BN KS0717TB-01TF 55COM.100SEG GRAPHIC DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0717X-01PO BN0717X BN KS0717UMCC 55COM.100SEG GRAPHIC DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0718X-SGM-02X0 BN0718X BN KS0718TB-00-ITF 85COM.100SEG GRAPHIC DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0718X-SGM-01X0 BN0718X BN KS0718TB-00TF 85COM.100SEG GRAPHIC DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN07950-SDC-01X0 BN0795D BN KS0795TB-00 120CH COMMON DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN0795D-SDD-01X0 BN0795D BN KS0795TB-01 120CH COMMON DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SHA-01X0 BN1652D BN KS0652ETS-01CTF 3001309 TFT LCD SOURCE DRV. FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SEA-01X0 BN1652D BN KS0652ETB-05CTF 309CH.TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SGA-01X0 BN1652D BN KS0652ETB-05DTF 300/309CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SGB-01X0 BN1652D BN KS0652ETB-09BTF 300/309CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SDQ-02X0 BN1652D BN KS0652ETB-10TF 300CH.TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SEZ-01X0 BN1652D BN KS0652ETB-11BTF 300/309CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SFQ-01X0 BN1652D BN KS0652ETB-11CTF 309CH.TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SFA-01X0 BN1652D BN KS0652ETB-12BTF 300/309CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SFS-01X0 BN1652D BN KS0652ETB-12CTF 300/309CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SFB-01X0 BN1652D BN KS0652ETB-12BTF 300/309CH TFT SOUREC DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SEP-01X0 BN1652D BN KS0652ETB-13TF 300/309CH TFT SOURCE DRIVE IC FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SEU-01X0 BN1652D BN KS0652ETB-14TF 300/309CH TFT SOURCE DRIVE IC FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SFT-01X0 BN1652D BN KS0652ETB-15BTF 300/309CH TFT SOURCE DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SEW-01X0 BN1652D BN KS0652ETB-15TF 300/309CH TFT SOURCE DRIVE IC FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SFH-01X0 BN1652D BN KS0652ETB-16TF 300/309CH TFT SOURCE DRIVE ICI FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SFW-01X0 BN1652D BN KS0652ETB-17TF KS0652ETB-17TF FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SGO-01X0 BN1652D BN KS0652ETB-18TF TFT LCD 300/309CH SORCE DRV. FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1652D-SGL-01X0 BN1652D BN KS0652ETB-19TF LCD 309CH SOURCE DRIVE FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN I 713A-SDS-02X0 BN1713A BN KS0713TB-00-ITF 65COM/132SEG CONTR & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1713A-SDS-01X0 BN1713A BN KS0713TB-00TF 65COM 132SEG CONT & DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1713A-OOX0 BN1713A BN MASTER MASTER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN I 713X-SDS-01X0 BN1713X BN KS0713TB-00TF 65COM.132SEG DRIVER WITH RAM FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1713X-SDX-01X0 BN1713X BN KS0713TB-01TF 65COM.132SEG DRIVER WITH RAM FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1713X-SEF-01X0 BN1713X BN KS0713TB-03TF 65COM.132SEG DRIVER WITH RAM FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1713X-SEV-01X0 BN1713X BN KS0713TB-04TF 65COM.132SEG DRIVER WITH RAM FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1713X-SFX-01X7 BN1713X BN KS0713TB-06-G4TF 65COM.132SEG DRIVER WITH RAM FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN1713X-01P0 BN1713X BN KS0713UMCC 65COM.132SEG GRAPHIC DRIVER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BN2067X-EXF-01XX BN2067X BN KS0063BQ 80SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN2068X-EXF-04XX BN2068X BN KS006BB-04 16COM.60SEG CONTROLLER &DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN2068X-EXF-05XX BN2068X BN KS00688-05 16COM/60SEG DRIVER & CLTR FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN2068X-EXF-06XX BN2068X BN KS0068B-06 16COM.60SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN2068X-EXF-OBXX BN2068X BN KS006BB-08 16COM.60SEG CONTR & DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN2068X-EXF-01XX BN206OX BN KS0068BQ KS006880 FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN2086X-EXP-OlX3 BN2086X BN KS0086TQ 80CH COM/SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN2104X-EXF-01XX BN2104X BN KS01048 80 SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN2104X-01XP BN2104X BN KS0104BPCC 80 SEG DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN2107X-EXP-01X3 BN2107X BN KS0107BTQ 64 CHANNEL COMMON DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN2108X-EXP-01X3 BN2108X BN KS01OBBTQ 64 CHANNEL SEGMGNT DRIVER FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BN6371D-01X7 BN6371D BN T6C7I LCD(TFT) FAB3
- -------------------------------------------------------------------------------------------------------------------------------
60600ID-ERJ-01XX B06001D BO MG3 MG3 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
B07001 D-EWD-01 XX 807001D BO D63058C D6305BC FAB3
- -------------------------------------------------------------------------------------------------------------------------------
B07002D-EWE-01 X3 B07002D BO ICS97S006 CS97S006 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
607003D-ERJ-01XX B07003D BO ICS97S018 CS97S018 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
B07004D-EWD-01XX B0700LD BO D6301AD D6301AD FAB3
- -------------------------------------------------------------------------------------------------------------------------------
607005D-EXF-01XX 807005D BO CS97S017 CS97S017 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
IB07006D-EXF-01XX IB07006D BO CSD98S038 BBA FOR WLL FAB3
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 122
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BO7007D-EXP-01X3 BO7007D BO CSD98S037100 msm bba for cell-phone FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BO7007D-EWJ-01X3 BO7007D BO CSD98S03780 MSM BBA FOR CELL-PHONE FAB3
- -------------------------------------------------------------------------------------------------------------------------------
B08501K-EXF-01XX BO8501K BO ML2001 ML2001
- -------------------------------------------------------------------------------------------------------------------------------
B08502H-EWG-01X3 BO8502H BO SII141S SII141S FAB4
- -------------------------------------------------------------------------------------------------------------------------------
B08503K-VTA-01X3 BO8503K BO ML2000 BASE BAND ANALOG
- -------------------------------------------------------------------------------------------------------------------------------
B08504H-ETJ-01X3 BO8504H BO SII140S SII140S FAB4
- -------------------------------------------------------------------------------------------------------------------------------
B19001L-VOA-01XX BO9001L BO 65560 65560 FAB5
- -------------------------------------------------------------------------------------------------------------------------------
B19002L-VTA-01XX BO9002L BO ML2000V1 Wireless Communication FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BO9002X-EXD-01XX BO9002X BO F82C711A F82C711A
- -------------------------------------------------------------------------------------------------------------------------------
BO9002X-EXF-01XX BO9002X BO F82C711A F82C711A
- -------------------------------------------------------------------------------------------------------------------------------
B09003X-EXD-01XX BO9003X BO F82C712A F82C712A
- -------------------------------------------------------------------------------------------------------------------------------
809003X-EXF-01XX BO9003X BO F82C712A F82C712A
- -------------------------------------------------------------------------------------------------------------------------------
B09008X-ECA-01XX BO9008X BO F82C578 F82C578
- -------------------------------------------------------------------------------------------------------------------------------
B09015X-EDA-01XX BO9015X BO F82C836B F82C836B FAB2
- -------------------------------------------------------------------------------------------------------------------------------
809015X-EDK-01XX BO9015X BO F82C836B F82C836B FAB2
- -------------------------------------------------------------------------------------------------------------------------------
B09017X-EXF-011X BO9017X BO FDC37C651 FDC37C651
- -------------------------------------------------------------------------------------------------------------------------------
B09017X-EXF-011X BO9017X BO FDC37C651-OP FDC37C651-OP
- -------------------------------------------------------------------------------------------------------------------------------
B09019X-EXF-01XX BO9019X BO F82C721 F82C721 FAB2
- -------------------------------------------------------------------------------------------------------------------------------
B09022X-EDK-01XX BO9022X BO KS82C605B 8BIT MICOM
- -------------------------------------------------------------------------------------------------------------------------------
B09022X-EDA-01XX BO9022X BO TELEVIDEO TELEVIDEO,
- -------------------------------------------------------------------------------------------------------------------------------
B09024X-EXF-01XX BO9024X BO FDC37C661 FDC37C661
- -------------------------------------------------------------------------------------------------------------------------------
BO9024X-EXF-011X BO9024X BO FDC37C662 FDC37C662
- -------------------------------------------------------------------------------------------------------------------------------
B0902SX-FAD-01XX BO9028X BO OTTO SOUND MUSIC CHIP
- -------------------------------------------------------------------------------------------------------------------------------
B09031X-EEA-01XX BO9031X BO F64300 VGA CRT CONTROLLER
- -------------------------------------------------------------------------------------------------------------------------------
B809032X-EEA-01XX BO9032X BO F64300B GRAPHIC ACCELATOR
- -------------------------------------------------------------------------------------------------------------------------------
B09032X-EEB-01XX BO9032X BO F64300B F64300B
- -------------------------------------------------------------------------------------------------------------------------------
B09033D-EEJ-01XX BO9033D BO W65545AE3 W65545AE3 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
B09033D-01XW BO9033D BO W65545AE3PWD W65545AE3PWD FAB3
- -------------------------------------------------------------------------------------------------------------------------------
B09033X-EEB-02XX BO9033X BO W65545 W65545
- -------------------------------------------------------------------------------------------------------------------------------
B09033X-EEJ-01XX BO9033X BO W65545AE2 W65545AE2
- -------------------------------------------------------------------------------------------------------------------------------
B09034X-EEB-01XX BO9034X BO F64310 F64310
- -------------------------------------------------------------------------------------------------------------------------------
B0900IM-VPA-01XX BO9DOlM BO CYBER9388 CYBER9388
- -------------------------------------------------------------------------------------------------------------------------------
BO9D0IM-EGB-01X3 BO9DOlM BO CYBER9388-1 CYBER9388-1
- -------------------------------------------------------------------------------------------------------------------------------
B809D01M-VPA-02XX BO9DOlM BO CYBER9388B 3D GRAPHIC CARD
- -------------------------------------------------------------------------------------------------------------------------------
B0900IM-EGB-02X3 BO9DOlM BO CYBER9388B-1 3D GRAPHIC
- -------------------------------------------------------------------------------------------------------------------------------
B09DO2L-VPA-01XX BO9D02L BO U9388 GRAPHIC CONTROLLER FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BP1202X-EXD-01XX BP1202X BP F82C710A GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP1202X-EXF-01XX BP1202X BP F82C710A GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP6123A-APE-01XX BP6123A BP KS82C401 GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP6123A-APH-05XX BP6123A BP KS82C401 GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP6123A-ETA-01XX BP6123A BP KS82C887 GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP6123A-ETF-01XX BP6123A BP KS82C887 GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP6123A-ETA-02XX BP6123A BP KS82C888 GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP6123A-ETF-02XX BP6123A BP KS82C888 GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP6206B-EEA-03XX BP6206B BP KS82C388A GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP6206B-EEJ-03XX BP6206B BP KS82C388A GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP62068-EEJ-01XX BP6206B SP KS882C884 GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP6653X-EDA-01XX BP6653X BP KS82C605B GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP6653X-EDK-01XX BP6653X BP KS82C605B GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8204C-FBC-01XX BP8204C BP KS83C206C-OP GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8204D-FBC-01XX BP8204D BP KS83C206L GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8204D-FBC-01XX BP8204D BP KS83C206L-EL GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8204D-FBC-01XX BP8204D BP KS83C206L-OP GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8204D-EXD-01XX BP8204D BP KS83C206Q GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8204D-EXF-01XX BP8204D BP KS83C206Q GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8204E-EXF-01XX BP8204E BP KS83C206EQ GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8204E-EXF-01XX BSP8204E SP KS83C206EQ-OP GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8670X-AKA-08XX BP8670X BP KS82C670-08 GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8670X-BKA-08XX BP8670X BP KS82C670D-08 GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8670X-BKA-08XX BP8670X BP KS82C670D-08TF GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP868OX-EXF-01XX BP8680X BP KS82C680 GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BP8681X-AMB-01XX BP868IX BP KS82C6818A GRAPHIC IC FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BQ0005A-EWA-01XX BQ0005A BO ADIP ADIP (fax document image processor) FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BR6264X-EHA-01XX BR6264X BR KS8930Q FAB2
- -------------------------------------------------------------------------------------------------------------------------------
BS4500X-EEJ-01XX BS4500X BS KS32C5000-01 ETHERNET CONTROLLER FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BS460ID-EDA-01XX BS4601D BS KS32C6000-01D INKJET CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BS460ID-EDK-01XX BS4601D BS KS32C6000-01D INKJET CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BS4601X-EDA-01XX BS4601X BS KS32C6000-01 INKJET CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 123
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BS4601X-EDK-01XX BS4601X BS KS32C6000-01 INKJET CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BS4610D-EEJ-01XX BS4610D BS KS32C6100-01D INKJET CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BS4620D-EDJ-01X3 BS4620D BS KS32C6200-01D INKJET CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BS4620D-EEJ-01XX BS4620D BS KS32C6200-01D INKJET CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BS4620D-EDJ-01XX BS4620D BS KS32C6200-01XX INKJET CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BS4620D-EDA-02X3 BS4620D BS KS32C6200-02X3 INKJET CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BS4640X-EDK-01XX BS4640X BS KS32C6400-01 INKJET FAX CONTROLLER FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BS4650D-EDK-01XX BS4650D BS KS32C6500-01D IJ FAX CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BS4660X-ECC-01XX BS4660X BS KS32E6616 FLASH CARD CONTROLLER FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BT6001X-EAD-01XX BT6001X BT OKSORI2C OKSORI2C FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6002X-EEE-01XX BT6002X BT VG469 PCI CONTROLLER FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6004X-EDA-01XX BT6004X BT STB9404 CALLER ID FA63
- -------------------------------------------------------------------------------------------------------------------------------
BT6004X-EDK-01XX BT6004X BT STB9404 STB9404 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6006X-EWD-02XX BT6006X BT DTDA-001 DTDA-001 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6009X-EEB-02XX BT6009X BT CL9110 CL9110 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6009X-EEB-01XX BT6009X BT TDI TD1 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6014X-EXF-01XX BT6014X BT 23-004025-80-0 23-004025-80-0 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6015D-EEJ-01XX BT6015D BT PT3 PT3 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6015X-EEB-01XX BT6015X BT PT3 PT3 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT60160-EXF-01XX BT6016D BT AZT2316G EMBEDED GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6016X-EXF-01XX BT6016X BT AZT2316G AZT2316G FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6019X-EXF-01XX BT6019X BT LOOKEYPLUS LOOKEYPLUS FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT60200-EXF-01XX BT6020D BT BUSASIC GATE ARRAY FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT602ID-EEE-01XX BT6021D BT 343S1125 STANDARD CELL FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT602ID-EEE-02XX BT6021D BT 343S1125 343S1125 FAS3
- -------------------------------------------------------------------------------------------------------------------------------
BT6027D-EXF-01XX BT6027D BT SCR60K SCR60K FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6028D-EWD-01XX BT6028D BT KS9830 KS9830 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6030D-EEE-01XX BT6030D BT INTEGRA INTEGRA FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT603ID-EXF-01XX BT6031D BT ECI101095 ECI101095 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6032D-ETJ-01X3 BT6032D BT SIB2 SIB2 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6033D-FBA-01XX BT6033D BT PT7A9080J PT7A9080J FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6033D-FBA-01XX BT6033D BT PT7A9080J PT7A9080J FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6033D-FBA-02XX BT6033D BT PTI9081 Network Switch FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6035D-APE-01XX BT6035D BT PTI8980 PTI8980 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6035D-FZA-03XX BT6035D BT PTI8981-PLCC Telecommunications FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6036D-AND-01XX BT6036D BT PTI8952 PTI8952 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6037D-AND-01XX BT6037D BT PTI8953 HDLC PROTOCOL CONTROL FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT6037D-FNB-01XX BT6037D BT PTI8953PL HDLC PROTOCOL CONTROL: FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT7001D-EXF-01XX BT7001D BT SOP9703 SOP9703 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT7005D-EWE-01X3 BT7005D BT KS7314 TG/SSG FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT7005D-EWE-01XX BT7005D BT KS7314 TG/SSG FAS3
- -------------------------------------------------------------------------------------------------------------------------------
BT7006D-EZE-01XX BT7006D BT JG760059 JG760059 FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT7006D-02XX BT7006D BT JG760059B JG760059B FAB3
- -------------------------------------------------------------------------------------------------------------------------------
BT8001G-EDK-01XX BT8001G BT LINK LINK CORE FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BT8002F-EAD-00XX BT8002F BT FIONA SETOP FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BT8002F-EAD-01 XX BT8002F BT FIONA Set Top Box controller FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BT8200X-EDA-01XX BT8200X BT SID_9602 HDD ENGINE FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BT8200X-EDK-01XX BT8200X BT SID_9602 HDD ENGINE FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BT870IL-01XX BT8701L BT VEHICLE VEHICLE FAB4
- -------------------------------------------------------------------------------------------------------------------------------
BT8D01L-EZE-01XX BT8D01L BT SM5904AF [KOREAN] CDP CONTROLLER FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8D01L-EZE-01AX BT8D01L BT SM5904BF ESP Chip FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8D01L-01XP BT8D01L BT SM5904PCC SM5904PCC FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8D01L-EXF-01XX BT8D01L BT SM5904QUAL SM5904QUAL FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8D01L-EZE-01XX BT8D01L BT SM5904TY [KOREAN] CDP CONTROLLER FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8D02L-ETF-01XX BT8D02L BT JD870029 D.S.C-[KOREAN] LCD CONTROLLER FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8D02L-ETF-01XX BT8D02L BT JD870029 D.S.C-[KOREAN] LCD Controller FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8D03L-ERJ-01XX BT8D03L BT AFE87 12bit AFE FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8D03L-ETD-01XX BT8D03L BT AFE87 AFE-8051 (MULTI CHIP) FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8DO4L-EZE-01XX BT8D04L BT SM5905AF ESP Chip FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8M01X-01XX BT8M01X BT SID9602A HDD ENGINE FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8M01X-EDB-01XX BT8M01X BT SID9602A HDD ENGINE FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8M02X-EDA-01XX BT8M02X BT EML80QUAL EML80QUAL FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8M03X-EZE-01XX BT8M03X BT JD800014 J0800014 FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8M04X-EXF-01XX BT8M04X BT SMD9604 HDD ENGINE FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8M06X-EXF-01XX BT8M06X BT JD800014 JD800014 FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8M06X-EZE-01XX BT8M06X BT JD800014A JD00014A FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8M07X-ETF-01XX BT8M07X BT JD800017 JD800017 FAB5
- -------------------------------------------------------------------------------------------------------------------------------
BT8M08X-EZE-01XX BT8M08X BT JD800014B JD800014B FAB5
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 124
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BT8M09X-EXF-01XX BT8M09X BT SMD9604A HDD ENGINE FAB5
- -----------------------------------------------------------------------------------------------------
BT8M10X-EZE-01XX BT8M10X BT SM5901AF CD PLAYER FAB5
- -----------------------------------------------------------------------------------------------------
BT8M11X-EXF-01XX BT8M11X BT SMD9604B CD ROM DRIVE CONTROLLER FAB5
- -----------------------------------------------------------------------------------------------------
BT8M12X-ETF-01XX BT8M12X BT JD800017A CCD LINE SENSOR FAB5
- -----------------------------------------------------------------------------------------------------
BT8R08H-EZE-04XX BT8R08H BT HOWAY9801 VCD FAB5
- -----------------------------------------------------------------------------------------------------
BT8R08H-EZE-01XX BT8R08H BT IT9801 8-bit Micom FAB5
- -----------------------------------------------------------------------------------------------------
BT8R08H-EZE-02XX BT8R08H BT IT9801-003 VCD SERVO Controller FAB5
- -----------------------------------------------------------------------------------------------------
BT8R08H-APE-03XX BT8R08H BT MARUDA VCD FAB5
- -----------------------------------------------------------------------------------------------------
BT8R08H-mas-00XX BT8R08H BT MASTER 8-bit Micom FAB5
- -----------------------------------------------------------------------------------------------------
BT8R09H-EZE-00XX BT8R09H BT 8K_ROM_MASTER VCD CONTROLLER FAB5
- -----------------------------------------------------------------------------------------------------
BT8R32H-EZE-00XX BT8R32H BT 32K-ROM 8-bit Micom FAB5
- -----------------------------------------------------------------------------------------------------
BT9D01L-V0A-01XX BT9D01L BT U69000 GRAPHIC CONTROLLER FAB5
- -----------------------------------------------------------------------------------------------------
BT9D02L-V0A-01XX BT9D02L BT C69000 C69000 FAB5
- -----------------------------------------------------------------------------------------------------
BT9D02L-VND-01X3 BT9D02L BT C69000M 2D GRAPHIC FAB5
- -----------------------------------------------------------------------------------------------------
BT9D02L-01XW BT9D02L BT C6900OPWD 2D GRAPHIC FAB5
- -----------------------------------------------------------------------------------------------------
BT9D02L-VND-01XX BT9D02L BT M69000 M69000 FAB5
- -----------------------------------------------------------------------------------------------------
BT9D03L-EGB-01X3 BT9D03L BT T9520 T9520 FAB5
- -----------------------------------------------------------------------------------------------------
BT9D03L-01X3 BT9D03L BT T9520PWD 3D GRAPHIC CARD FAB5
- -----------------------------------------------------------------------------------------------------
BT9D04X-EXF-01XX BT9D04X BT UMAXSCO1 UMAXSCOI FAB5
- -----------------------------------------------------------------------------------------------------
BT9D05L-EXF-01XX BT9D05L BT UMAXSCO1 UMAXSCOI FAB5
- -----------------------------------------------------------------------------------------------------
BT9D06L-01X4 BT9D06L BT JD900025PWD CDROM FAB5
- -----------------------------------------------------------------------------------------------------
BT9D06L-EDK-01X3 BT9D06L BT JD900025Q JD900025Q FAB5
- -----------------------------------------------------------------------------------------------------
BT9D07L-EGC-0lX3 BT9D07L BT 9525A 3D GRAPHIC CARD FAB5
- -----------------------------------------------------------------------------------------------------
BT9D07L-VPA-01XX BT9D07L BT 9525B 3D GRAPHIC DVD CARD FAB5
- -----------------------------------------------------------------------------------------------------
BT9D08L-EEJ-01XX BT9D08L BT SID9801 HDD CONTROLLER FAB5
- -----------------------------------------------------------------------------------------------------
BT9D09L-EAG-01X3 BT9D09L BT JD900028A HDD CONTROLLER FAB5
- -----------------------------------------------------------------------------------------------------
BT9D09L-EDK-01X3 BT9D09L BT JD900028QA QUAL [KOREAN] FAB5
- -----------------------------------------------------------------------------------------------------
BT9D09L-EAG-02X3 BT9D09L BT JD900034 2.5" HDD Controller FAB5
- -----------------------------------------------------------------------------------------------------
BT9D10L-EEJ-01XX BT9D10L BT AX88620 Fast Ethernet S/W HUB FAB5
- -----------------------------------------------------------------------------------------------------
BT9D11L-V0A-01XX BT9D11L BT SM820 SM820 FAB5
- -----------------------------------------------------------------------------------------------------
BT9D11L-V0A-01XX BT9D11L BT SM820 Graphic Controller FAB5
- -----------------------------------------------------------------------------------------------------
BT9D11L-V0A-02XX BT9D11L BT SM820-1 3D Graphic Chipset FAB5
- -----------------------------------------------------------------------------------------------------
BT9D14L-EAG-01X3 BT9D14L BT JD900039 2.5" HDD Controller FAB5
- -----------------------------------------------------------------------------------------------------
BT9D15L-EWJ-01X3 BT9D15L BT JD900040 2.5" HDD [KOREAN] MICOM FAB5
- -----------------------------------------------------------------------------------------------------
BTAD02L-V0A-01XX BTAD02L BT 69000ACR Graphic Controller FAB5
- -----------------------------------------------------------------------------------------------------
BTAD03L-V0A-01XX BTAD03L BT C69000A Graphic Controller FAB5
- -----------------------------------------------------------------------------------------------------
BTAD06X-EFA-01XX BTAD06X BT JD1000031 Projector Graphic Controller FAB5
- -----------------------------------------------------------------------------------------------------
BU9500X-01XX BU9500X BU TM69 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-01XX BU9501X BU EV56 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0236 BU9501X BU KP21164-366CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0136 BU9501X BU KP21164-366CU CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0240 BU9501X BU KP21164-400CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-1240 BU9501X BU KP21164-400CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0243 BU9501X BU KP21164-433CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0243 BU9501X BU KP21164-433CNES CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0143 BU9501X BU KP21164-433CU CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0246 BU9501X BU KP21164-466CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0246 BU9501X BU KP21164-466CNES CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0250 BU9501X BU KP21164-500CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-1250 BU9501X BU KP21164-500CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0250 BU9501X BU KP21164-500CNES CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0150 BU9501X BU KP21164-500CU CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0253 BU9501X BU KP21164-533CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-1253 BU9501X BU KP21164-533CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0253 BU9501X BU KP21164-533CNES CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0256 BU9501X BU KP21164-566CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0256 BU9501X BU KP21164-566CNES CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0260 BU9501X BU KP21164-600CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-1260 BU9501X BU KP21164-60OCN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-12XX BU9501X BU KP21164-60OCN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0260 BU9501X BU KP21164-600CNES CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-1262 BU9501X BU KP21164-625CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0263 BU9501X BU KP21164-633CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-1263 BU9501X BU KP21164-633CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0266 BU9501X BU KP21164-666CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-0267 BU9501X BU KP21164-667CN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-1266 BU9501X BU KP21164-667CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-1267 BU9501X BU KP21164-678CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 125
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BU9501X-WTA-1268 BU9501X BU KP21164-685CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-02XP BU9501X BU KP21164PCC CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9501X-WTA-02XX BU9501X BU KP21164-XXXCN CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9601X-WUA-1250 BU9601X BU KP21264-500CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9601X-WUA-1252 BU9601X BU KP21264-525CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9601X-WUA-1257 BU9601X BU KP21264-575CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9601X-WUA-1258 BU9601X BU KP21264-583CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9601X-WTB-1260 BU9601X BU KP21264-600CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9601X-WUA-1260 BU9601X BU KP21264-600CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9601X-WUA-1261 BU9601X BU KP21264-615CN1 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9601X-01XX BU9601X BU MASTER CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9602X-WUA-01X6 BU9602X BU EV6WACC CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9602X-01XP BU9602X BU EV6-WACC CPU FAB5
- -----------------------------------------------------------------------------------------------------
BU9602X-WUA-01XX BU9602X BU EV6-WACC CPU FAB5
- -----------------------------------------------------------------------------------------------------
BUA602X-WUB-01XX BUA602X BU EV67-WACC CPU FAB5
- -----------------------------------------------------------------------------------------------------
BUB501X-01XX BUB501X BU TM25 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BUB502X-01XX BUB502X BU TM76 CPU FAB5
- -----------------------------------------------------------------------------------------------------
BZ0084A- BKA-01XX BZ0084A BZ KS7220 VERTICAL DRIVER FOR CCD FAB2
- -----------------------------------------------------------------------------------------------------
BZ0084A- BKA-01XX BZ0084A BZ KS7220TF VERTICAL DRIVER FOR CCD FAB2
- -----------------------------------------------------------------------------------------------------
BZ5803X-AHA-01XX BZ5803X BZ KS5803A REMOCON FAB2
- -----------------------------------------------------------------------------------------------------
BZ5803X-AHC-01XX BZ5803X BZ KS5803A REMOCON FAB2
- -----------------------------------------------------------------------------------------------------
BZ5803X-AHA-01XX BZ5803X BZ KS5803A-N REMOCON FAB2
- -----------------------------------------------------------------------------------------------------
BZ5803X-BKA-01XX BZ5803X BZ KS5803B REMOCON FAB2
- -----------------------------------------------------------------------------------------------------
BZ5803X-BKA-01XX BZ5803X BZ KS5803B-L REMOCON FAB2
- -----------------------------------------------------------------------------------------------------
BZ5803X-BKA-01XX BZ5803X BZ KS5803B-N REMOCON FAB2
- -----------------------------------------------------------------------------------------------------
BZ8593A-APE-01XX BZ8593A BZ KT8593 12X8 CROSSPOINT SWITCH FAB2
- -----------------------------------------------------------------------------------------------------
BZ9801X-AHC-01XX BZ9801X BZ KS9801 REMOCON TX FAB2
- -----------------------------------------------------------------------------------------------------
BZ9802X-AHA-01XX BZ9802X BZ KS9802 REMOCON TX FAB2
- -----------------------------------------------------------------------------------------------------
CJ7004D-B0N-01XX CJ7004D CJ KS57P0004-01 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7048D-EZE-13XY CJ7048D CJ KS57P0408-13D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7048D-AQD-ZZXY CJ7048D CJ KS57P0408N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7048D-AQD-ZYXY CJ7048D CJ KS57P0408N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7048D-EZE-ZZXY CJ7048D CJ KS57P0408Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7048D-EZE-ZYXY CJ7048D CJ KS57P0408Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7054D-AVB-35XY CJ7054D CJ KS57P0502-35D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7054D-B0N- 11XY CJ7054D CJ KS57P0504-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7054D-B0N-12XY CJ7054D CJ KS57P0504-12D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7054D-B0N- 13XY CJ7054D CJ KS57P0504-13D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7054D-B0N-26XY CJ7054D CJ KS57P0504-26D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7054D-AVB-ZZXY CJ7054D CJ KS57P0504N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7054D-AVB-ZYXY CJ7054D CJ KS57P0504N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7054D-B0N-ZZXY CJ7054D CJ KS57P0504S 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7054D-B0N-ZYXY CJ7054D CJ KS57P0504S-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7065X-AQD-ZZXY CJ7065X CJ KS57P0616N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7065X-EZE-ZZXY CJ7065X CJ KS57P0616Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7234X-ZZXY CJ7234X CJ KS57P2304PPCC 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7234X-ETF-ZZXY CJ7234X CJ KS57P2304Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7234X-ETF-ZYXY CJ7234X CJ KS57P2304Q-ZY 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7235X-EWD-ZZXY CJ7235X CJ KS57P2316Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7238D-EWD-13XY CJ7238D CJ KS57P2308-13D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7238D-EWD-18XY CJ7238D CJ KS57P2308-18D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7238D-EWD-ZZXY CJ7238D CJ KS57P2308Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7238D-EWD-ZYXY CJ7238D CJ KS57P2308Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7295D-EWD-ZZXY CJ7295D CJ KS57P2916Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ7295D-EWD-ZYXY CJ7295D CJ KS57P2916Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-EAB-01XX CJ72B9D CJ KS57C21132 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-EAB-19XX CJ72B9D CJ KS57C21132-19D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-EAB-Z0XX CJ72B9D CJ KS57C21132Q-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-EAB-17XY CJ72B9D CJ KS57P21132-17D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-EAB-18XY CJ72B9D CJ KS57P21132-18D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-EAB-24XY CJ72B9D CJ KS57P21132-24D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-ZZXP CJ72B9D CJ KS57P21132P 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-24XQ CJ72B9D CJ KS57P21132P-24DCC 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-EAB-ZZXY CJ72B9D CJ KS57P21132Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-ECA-ZYXY CJ72B9D CJ KS57P21132Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-EAB-ZYXY CJ72B9D CJ KS57P21132T-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72B9D-EAB-ZZXX CJ72B9D CJ KS57P21132V 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
CJ72C8X-AQD-ZZXY CJ72C8X CJ KS57P21208N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 126
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CJ72C8X-EZC-ZZXY CJ72C8X CJ KS57P21208Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72E8D-24XQ CJ72EBD CJ KS57P21408P-24DCC 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72E8D-EXF-ZZXY CJ72E8D CJ KS57P21408Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72E8D-EXF-ZYXY CJ72E8D CJ KS57P21408Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-01XX CJ72F5D CJ KS57C21516 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-23XX CJ72F5D CJ KS57C21516-23D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-31XX CJ72F5D CJ KS57C21516-31D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-43XX CJ72F5D CJ KS57C21516-43D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-Z0XX CJ72F5D CJ KS57C215160-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-11XY CJ72F5D CJ KS57P21516-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-ZZXY CJ72F5D CJ KS57P21516Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-ZYXY CJ72FSD CJ KS57P215160-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72G9X-EXF-ZZXY CJ72G9X CJ KS57P21632Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-22XX CJ7414D CJ KS57C4104-22D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-23XX CJ7414D CJ KS57C4104-23D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-24XX CJ7414D CJ KS57C4104-24D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-25XX CJ7414D CJ KS57C4104-25D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-26XX CJ7414D CJ KS57C4104-26D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-27XX CJ7414D CJ KS57C4104-27D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-28XX CJ7414D CJ KS57C4104-28D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-ACD-Z0XX CJ7414D CJ KS57C4104N-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-ZZXY CJ7414D CJ KS57P4104N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-10XY CJ7414D CJ KS57P4104N-10D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-ZYXX CJ7414D CJ KS57P4104N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-EZE-ZZXY CJ7414D CJ KS57P41040 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-EZE-10XY CJ7414D CJ KS57P41040-10D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-EZE-ZYXX CJ7414D CJ KS57P41040-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7424D-AVB-ZYXY CJ7424D CJ KS57P4204N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7424D-ZYXY CJ7424D CJ KS57P4204S-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7424X-AVB-ZZXY CJ7424X CJ KS57P4204N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7424X-BNE-ZZXY CJ7424X CJ KS57P4204S 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D- ETF-11XY CJ7515D CJ KS57P5116-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETF-12XY CJ7515D CJ KS57P5116-12D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETF-81XY CJ7515D CJ KS57P5116-81D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ATA-ZZXY CJ7515D CJ KS57P5116N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ATA-ZYXX CJ7515D CJ KS57P5116N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ATA-ZYXY CJ7515D CJ KS57P5116N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETF-ZZXY CJ7515D CJ KS57P5116Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETE-ZYXX CJ7515D CJ KS57P5116Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETF-ZYXX CJ7515D CJ KS57P5116Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETF-ZYXY CJ7515D CJ KS57P5116Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ 7528D-EZE-11XY CJ7528D CJ KS57P5208-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ75280-EZE-12XY CJ7528D CJ KS57P5208-12D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-EZE-15XY CJ7528D CJ KS57P5208-15D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ75280-EZE-26XY CJ7528D CJ KS57P5208-26D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-A0D-ZZXY CJ7528D CJ KS57P5208N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-AQD-ZYXX CJ7528D CJ KS57P5208N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-AQD-ZYXY CJ7528D CJ KS57P5208N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-ZZXQ CJ7528D CJ KS57P5208P-DCC 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-ZYXQ CJ7528D CJ KS57P5208P-ZYDCC 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-EZE-ZYXX CJ7528D CJ KS57P5208Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-EZE-ZYXY CJ7528D CJ KS57P5208Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7533X-AVB-ZZXY CJ7533X CJ KS57P5312N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7533X-B0N-ZZXY CJ7533X CJ KS57P5312S 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ75380-AVB-ZZXY CJ7538D CJ KS57P5308N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7538D-AVB-ZYXY CJ7538D CJ KS57P5308N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7538D-BON-ZZXY CJ7538D CJ KS57P5308S 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7538D-BON-ZYXY CJ7538D CJ KS57P5308S-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7544X-BMA-11XX CJ7544X CJ KS57C5404-11 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7544X-AMP-ZZXY CJ7544X CJ KS57P5404N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7544X-BMA-ZZXY CJ7544X CJ KS57P5404S 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7559X-ATA-ZZXY CJ7559X CJ KS57P5532N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7559X-ETF-ZZXY CJ7559X CJ KS57P5532Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7565X-EXF-ZZXY CJ7565X CJ KS57P5616Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7A48D-AQD-ZZXY CJ7A48D CJ KS57P0408UN 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7A48D-EZE-ZZXY CJ7A48D CJ KS57P0408UQ 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7A48D-EZE-ZYXY CJ7A48D CJ KS57P0408UQ-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7Fl5D-ATA-ZZXY CJ7Fl5D CJ KS57P5116UN 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 127
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CJF15D-ETF-ZZXX CJ7F15D CJ KS57P5116UQ 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJF15D-ETF-ZZXY CJ7F15D CJ KS57P5116UQ 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7Fl5D-ETF-ZYXY CJ7F15D CJ KS57P5116UQ-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-APE-O1XX CJ80450 CJ KS88C0416-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-O1XX CJ8045D CJ KS88C0416-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-21XX CJ8045D CJ KS88C0416-21D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-21XX CJ8045D CJ KS88C0416-21DTF 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80450-BON-22XX CJ8045D CJ KS88C0416-22D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AOR-25XX CJ8045D CJ KS88C0416-25D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-27XX CJ80450 CJ KS88C0416-27D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BAXX CJ80450 CJ KS88C0416-BAD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BBXX CJ8045D CJ KS88C0416-BBD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BCXX CJ8045D CJ KS88C0416-BCD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BDXX CJ8045D CJ KS88C0416-BDD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BEXX CJ8045D CJ KS88C0416-BED 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AOR-ZOXX CJ80450 CJ KS88C0416N-ZOD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-ZOXX CJ80450 CJ KS88C0416S-ZOD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80450-APE-ZZXY CJ8045D CJ KS88P0416 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AOR-11XY CJ8045D CJ KS88P0416-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BAXY CJ8045D CJ KS88P0416-BAD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AOR-ZZXY CJ80450 CJ KS88P0416N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AOR-ZYXY CJ8045D CJ KS88P0416N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AVB-ZYXX CJ8045D CJ KS88P0416N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-ZZXP CJ8045D CJ KS88P0416PCC 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-ZZXY CJ8045D CJ KS88P0416S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-ZYXX CJ8045D CJ KS88P0416S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-ZYXY CJ8045D CJ KS88P0416S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-APE-ZYXY CJ8045D CJ KS88P0416-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-APE-O1XX CJ8047D CJ KS88C0424 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-AOR- 11 XX CJ8047D CJ KS88C0424-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-APE-ZZXY CJ8047D CJ KS88P0424 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-APE-AEXX CJ8047D CJ KS88P0424-AED 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-APE-AEXY CJ8047D CJ KS88P0424-AED 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-AOR-ZZXY CJ8047D CJ KS88P0424N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-AOR-ZYXY CJ8047D CJ KS88P0424N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-BON-ZZXY CJ8047D CJ KS88P0424S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-BON-ZYXY CJ8047D CJ KS88P0424S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-APE-ZYXY CJ8047D CJ KS88P0424-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8070X-ECB-ZZXY CJ8070X CJ KS88E0700Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8070X-ECB-O1XX CJ8070X CJ KS88E0716Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8075X-ATA-ZZXY CJ8075X CJ KS88P0716N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8075X-ATA-ZYXY CJ8075X CJ KS88P0716N-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8075X-ETF-ZZXY CJ8075X CJ KS88P0716Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8075X-ETF-ZYXY CJ8075X CJ KS88P0716Q-ZYCC 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-03XX CJ8095D CJ KS88C0916-03D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-04XX CJ8095D CJ KS88C0916-04D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-10XX CJ8095D CJ KS88C0916-1OD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80950-BON-11XX CJ8095D CJ KS88C0916-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AFXX CJ8095D CJ KS88C0916-AFD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AGXX CJ80950 CJ KS88C0916-AGD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AJXX CJ8095D CJ KS88C09I6-AJD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ANXX CJ8095D CJ KS88C0916-AND 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-APXX CJ8095D CJ KS88CO916-APD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-AQXX CJ8095D CJ KS88C0916AQD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-ARXX CJ8095D CJ KS88C0916-ARD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-ZOXX CJ8095D CJ KS88C0916N-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ZOXX CJ8095D CJ KS88CO916S-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AAXX CJ8095D CJ KS88P09I6-AAD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AAXY CJ80950 CJ KS88P0916-AAD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ABXX CJ8095D CJ KS88P09I6-ABD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ABXY CJ8095D CJ KS88P09I6-ABD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ACXX CJ8095D CJ KS88P09I6-ACD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ACXY CJ8095D CJ KS88P09I6-ACD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AEXY CJ8095D CJ KS88P0916-AED 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AHXY CJ8095D CJ KS88P0916-AHD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-ZZXY CJ8095D CJ KS88P0916N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AVB-00XX CJ8095D CJ KS88P0916N-00 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-ZYXX CJ8095D CJ KS88P0916N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 128
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CJ8095D-AOR-ZYXY CJ8095D CJ KS88P0916N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AVB-ZYXX CJ8095D CJ KS88P0916N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ZZXY CJ8095D CJ KS88P0916S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ADXX CJ8095D CJ KS88P09I6S-ADD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ZYXX CJ8095D CJ KS88P0916S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ZYXY CJ8095D CJ KS88P0916S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80A5X-ZZXQ CJ80A5X CJ KS88P01016PCC 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-01XX CJ80E7X CJ KS88C01424 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-AHXX CJ80E7X CJ KS88C01424-AH 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-ALXX CJ80E7X CJ KS88C01424-AL 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-AOR-Z0XX CJ60E7X CJ KS88C01424N-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-AFXP CJ80E7X CJ KS88C01424P-AFCC 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-AGXP CJB0E7X CJ KS88C01424P-AGCC 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-BON-Z0XX CJB0E7X CJ KS88C01424S-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-Z0XX CJ80E7X CJ KS88C01424-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-BON-AQXY CJ80E7X CJ KS88P01408S0-AQ 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-ZZXY CJ80E7X CJ KS88P01424 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-ALXY CJ80E7X CJ KS88P01424-AL 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-AOR-ZZXY CJ80E7X CJ KS88P01424N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-AOR-ZYXY CJ80E7X CJ KS88P01424N-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-BON-ZZXY CJB0E7X CJ KS88P01424S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-BON-ZYXY CJ80E7X CJ KS88P01424S-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-ZYXY CJ80E7X CJ KS88P01424-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ821AX-EWD-ZZXY CJ821AX CJ KS88P2148Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ821AX-EWJ-ZZXC CJ821AX CJ KS88P2148T 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-12XX CJ8454X CJ KS88C4504-12 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-13XX CJ8454X CJ KS88C4504-13 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-Z0XX CJ8454X CJ KS88C4504Q-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-11XY CJ8454X CJ KS88P4504-11 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-12XY CJ8454X CJ KS88P4504-12 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-13XY CJ8454X CJ KS88P4504-13 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-ZZXY ICJ8454X CJ KSBBP4504Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-ZYXY CJ8454X CJ KS88P4504Q-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8469X-ETF-ZZXY CJ8469X CJ KS88P4632Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8610D-ECA-ZZXY CJ8610D CJ KS88E6100Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-02XX CJ8615D CJ KS88C6116-02 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-10XX CJ8615D CJ KS88C6116-10D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-11XX CJ8615D CJ KS88C6116-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-01XX CJ8615D CJ KS88C6116N-01 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-Z0XX CJ8615D CJ KS88C6116N-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-11XY CJ8615D CJ KS88P6116-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-ZZXY CJ8615D CJ KS88P6116N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-ZYXX CJ8615D CJ KS88P6116N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ86150-AQD-ZYXY CJ8615D CJ KS88P6116N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-EZE-ZZXY CJ8615D CJ KS88P6116Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8629X-AQD-Z0XX CJ8629X CJ KS88C6232N-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8629X-AQD-ZZXY CJ8629X CJ KS88P6232N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8629X-AQD-ZYXY CJ8629X CJ KS88P6232N-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8629X-EZE-ZZXY CJ8629X CJ KS88P6232Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8827D-AQD-Z0XX CJ8827D CJ KS88C8224N-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8827D-AQD-ZZXY CJ8827D CJ KS88P8224N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8827D-AQD-ZYXX CJ8827D CJ KS88P8224N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8827D-AQD-ZYXY CJ8827D CJ KS88P8224N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-11XX CJ8837D CJ KS88C8316-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-16XX CJ8837D CJ KS88C8316-16D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-A0D-01XX CJ8837D CJ KS88C8324 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-12XX CJ8837D CJ KS88CB324-12D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-13XX CJ8837D CJ KS88C8324-13D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-17XX CJ8837D CJ KS88C8324-17D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-A0D-Z0XX CJ8837D CJ KS88C8324N-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD- 14XY CJ8837D CJ KS88P8324-14D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-ZZXY CJ8837D CJ KS88PB324N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-ZYXY CJ8837D CJ KS88P8324N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8849X-A0D-Z0XX CJ8849X CJ KSBBC8432N-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8849X-AQD-ZZXY CJ8849X CJ KS88PB432N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8849X-AQD-ZYXY CJ8849X CJ KS88P8432N-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9004D-APE-ZZXY CJ9004D CJ KS86P0004 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9004D-APE-ZYXY CJ9004D CJ KS86P0004-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 129
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CJ9004D-APH-ZYXX CJ9004D CJ KS86P0004-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9404D-AVB-ZZXY CJ9404D CJ KS86P4004N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9404D-AVB-ZYXY CJ9404D CJ KS86P4001N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9-A04D-BON-ZZXY CJ9404D CJ KS66P4004S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9404D-BON-ZYXY CJ9404D CJ KS86P4004S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414D-AMP-ZYXY CJ9414D CJ KS86P4104N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414D-BMA-ZYXY CJ9414D CJ KS86P4104S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414X-AMP-10XX CJ9414X CJ KS86C4104-10 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414X-BMA-12XY CJ9414X CJ KS86P4104-12 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414X-AMP-ZZXY CJ9414X CJ KS86P4104N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414X-BMA-ZZXY CJ9414X CJ KS86P4104S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-AQD-01XX CJ9608D CJ KS86C6008 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-EAB-01XX CJ9608D CJ KS86C6008 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-AQD-16XX CJ96080 CJ KS86C6008-16D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-AQD-ZZXY CJ9608D CJ KS36P6008N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-AQD-ZYXX CJ9608D CJ KS86P6008N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-AQD-ZYXY CJ9608D CJ KSBSP6008N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-ZZXR CJ9608D CJ KS86P6008P-DWD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-EZE-ZZXY CJ9608D CJ KS86P6008Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-EZE-ZYXX CJ9608D CJ KS88P6008Q-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-EZE-ZYXY CJ9608D CJ KS88P6008Q-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9614D-AKC-ZZXY CJ9614D CJ KS86P6104 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9614D-BMA-ZZXY CJ9614D CJ KS88P6104S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9614D-BKA-ZYXY CJ9614D CJ KS86P6104S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9614D-AKC-ZYXY CJ9614D CJ KS86P6104-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9648X-AQD-ZZXY CJ9648X CJ KS86P6408N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9648X-EZE-ZZXY CJ9648X CJ KS86P6408Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJR002D-AQD-ZZXX CJR002D CJ KS57P1111 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
FX0107X-01XX FX0107X FX EPI N-60 FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX0210X-01XX FX0210X FX EPI N-100 FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX0313X-01XX FX0313X FX EPI N-100 FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX0617X-01XX FX0617X FX EPI N-200 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX0724X-01XX FX0724X FX EPI EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX0825X-01XX FX0825X FX EPI N-300V FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX1740X-01XX FX1740X FX EPI N-500V FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX1842X-01XX FX1842X FX EPI N-500 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX2452X-01XX FX2452X FX EPI N-600 FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX3013X-01XX FX3013X FX EPI N-150 FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX3270X-01XX FX3270X FX EPI N-800V FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX3580X-01XX FX3580X FX N900 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX4085X-01XX FX4085X FX N1000 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX4595X-01XX FX4595X FX N1100 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX5050G-01XX FX5050G FX IX629 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
HI5923A-BOZ-01XX HI5923A HI KS5923BDTF VOICE IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------
HI5923A-BOZ-01XX HI5923A HI KS5923BDTF VOICE IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------
HI5923X-BOZ-01XX HI5923X HI KS5923DTF VOICE IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------
HI6112X-FAE-01XX HI6112X HI KS16112L FAX MODEM FAB2
- -----------------------------------------------------------------------------------------------------------------------------
HI6114X-FAE-01XX HI6114X HI KS16114 FAX MODEM FAB2
- -----------------------------------------------------------------------------------------------------------------------------
HI6614X-FAE-01XX HI6614X HI KS16114 FAX MODEM FAB2
- -----------------------------------------------------------------------------------------------------------------------------
KQB302U-LHF-00RD KQB302U KQ KC73125UBA 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB302W-AHP-00RD KQB302W KQ KC73125MP 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB302W-LHE-00RD KQB302W KQ KC73125-M-R 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB302W-LHE-00SD KQB302W KQ KC73125-M-Rl 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB304X-LGC-00RD KQB304X KQ KC74125B 1/4" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB30BU-LHF-00RD KQB30BU KQ KC73129UBA 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB30BW-AHP-00RD KQB30BW KQ KC73129MP 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB30BW-LHE-00RD KQB30BW KQ KC73129-M-R 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB30BW-LHE-00SD KQB30BW KQ KC73129-M-R1 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB317X-LGC-00RD KQB317X KQ KC741298 1/4" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB320Z-LGC-00RD KQB320Z KQ KC75118B 1/5" 18[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQBM02U-LHF-00RD KQBM02U KQ KC73125UB 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQBM02W-LHE-00RD KQBM02W KQ KC73125-M-R 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQBM02W-LHE-00SD KQBM02W KQ KC73125-M-R1 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQSM08U-LHF-00RD KQBM08U KQ KC73129UB 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQBM08W-LHE-00RD KQBM08W KQ KC73129-M-R 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQBM0BW-LHE-00SD KQBM08W KQ KC73129-M-Rl 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC302U-LHF-00CS KQC302U KQ KC73125UCA 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC304X-LGC-00CC KQC304X KQ KC74125C 1/4" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 130
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
KQC308U-LHF-00CS KQC308U KQ KC73129UCA 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC317X-LGC-00CC KQC317X KQ KC74129C 1/4" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC319Z-LHF-00CD KQC319Z KQ KC73133C 1/3" 33[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC320Z-LGC-00CP KQC320Z KQ KC75118C 1/5" 18[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC329Z-LGC-00CD KQC329Z KQ KC74133C 1/4" 33[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQCM02U-LHF-00CP KQCM02U KC73125UCP 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQCM08U-LHF-00CP KQCM08U KQ KC73129UCP 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XA NE0015X NE SMF015NA-H1TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XB NE0015X NE SMF015NA-H2TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XC NE0015X NE SMF015NA-H3TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XD NE0015X NE SMF015NA-H4TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XE NE0015X NE SMF015NA-H5TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XF NE0015X NE SMF0 1 5NA-HTF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XA NE0015X NE SMF015NA-L1TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XB NE0015X NE SMF015NA-L2TF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XC NE0015X NE SMF015NA-L3TF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XD NE0015X NE SMF015NA-L4TF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XE NE0015X NE SMF015NA-L5TF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XF NE0015X NE SMF015NA-LTF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XX NE0015X NE SMF015NA-LTF GAAS 4.7.[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-03XA NE0015X NE SMF015NA-LTF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-03XX NE0015X NE SMF015NA-LTF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0081X-BCC-00XX NE0081X NE SMP-10008-1 GAAS SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0082X-BCC-00XX NE0082X NE SMP-10008-2 GAAS SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE1126X-BCG-00XX NE1126X NE SMP-11206 GAAS SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE1323X-SCH-00XX NE1323X NE SMP-13203 GAAS SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-00XX NE2101X NE SMP-21001 TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCF-00XX NE2101X NE SMP-21001 TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01AA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01BA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-GCC-01CA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01DA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01EA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01FA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01GA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01HA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01IA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01JA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01KA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01LA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01AX NE2201X NE ASSYMASTER TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01AA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01BA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01CA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-GCF-01DA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01EA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01FA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01GA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01HA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01IA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01JA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01KA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01LA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2223X-BC1-00XX NE2223X NE SMP-22203 SMP-22203 SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01AA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01BA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01CA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01DA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01EA NE2361X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01FA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01GA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01HA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01IA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01JA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01KA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01LA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5012X-TPA-02XA NE5012X NE SM501220-D1TF DRIVER FET[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5012X-TPA-02XB NE5012X NE SM501220-D2TF DRIVER FET[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NE5012X-TPA-02XC NE5012X NE SM501220-D3TF DRIVER FET[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5012X-TPA-02XD NE5012X NE SM501220-D4TF DRIVER FET[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5012X-TPA-02XE NE5012X NE SM501220-D5TF DRIVER FET[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XA NE5013X NE SM501320 POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XA NE5013X NE SM501320-D1TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XB NE5013X NE SM501320-D2TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XC NE5013X NE SM501320-D3TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XD NE5013X NE SM501320-D4TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XE NE5013X NE SM501320-D5TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XF NE5013X NE SM501320-D6TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XG NE5013X NE SM501320-D7TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XH NE5013X NE SM501320-D8TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01X1 NE5013X NE SM501320-D9TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XJ NE5013X NE SM501320-DATF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XK NE5013X NE SM501320-DKTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XL NE5013X NE SM501320-DLTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XM NE5013X NE SM501320-DMTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XN NE5013X NE SM501320-DNTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XO NE5013X NE SM501320-DOTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XP NE5013X NE SM501320-DPTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XQ NE5013X NE SM501320-DQTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XR NE5013X NE SM501320-DRTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XS NE5013X NE SM501320-DSTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XT NE5013X NE SM501320-DTTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XU NE5013X NE SM501320-DUTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XV NE5013X NE SM501320-DVTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XW NE5013X NE SM501320-DWTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XX NE5013X NE SM501320-DXTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XY NE5013X NE SM501320-DYTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XZ NE5013X NE SM501320-DZTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XA NE5013X NE SM501320-EATF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XB NE5013X NE SM501320-EBTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XC NE5013X NE SM501320-ECTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XD NE5013X NE SM501320-EDTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XE NE5013X NE SM501320-EETF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XF NE5013X NE SM501320-EFTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XG NE5013X NE SM501320-EGTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XH NE5013X NE SM501320-EHTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XI NE5013X NE SM501320-EITF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XJ NE5013X NE SM501320-EJTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XK NE5013X NE SM501320-EKTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XL NE5013X NE SM501320-ELTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XM NE5013X NE SM501320-EMTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XN NE5013X NE SM501320-ENTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XO NE5013X NE SM501320-EOTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XP NE5013X NE SM501320-EPTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XQ NE5013X NE SM501320-EQTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XR NE5013X NE SM501320-ERTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XS NE5013X NE SM501320-ESTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XT NE5013X NE SM501320-ETTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XU NE5013X NE SM501320-EUTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XV NE5013X NE SM501320-EVTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XW NE5013X NE SM501320-EWTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XX NE5013X NE SM501320-EXTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XY NE5013X NE SM501320-EYTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XZ NE5013X NE SM501320-EZTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-03XA NE5013X NE SM501320-FATF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-03XB NE5013X NE SM501320-FBTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5151X-BCF-01XX NE5151X NE SM515101D 2.4 GIGA LNA SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5151X-BCF-01XX NE5151X NE SM515101D 2.4GIGA LNA SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5151X-BCL-01XX NE5151X NE SM515101D 2.4 GIGA LNA SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5151X-BCL-01XX NE5151X NE SM515101D 2.4GIGA LNA SMS
- -----------------------------------------------------------------------------------------------------------------------------
WA5200A-05XX WA5200A WA ROCKP-5205WD ROCKWELL FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WC0008X-01XX WC0008X WC S008A FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD1040A-000A WD1040A WD S104A-000A IC-FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD1040B-000X WD1040B WD S104B-000X IC-WORK FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD1040B-123B WD1040B WD S104B-123B IC-WORK FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD1040B-123C WD1040B WD S104B-123C IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 131
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
WD1040B-144A WD1040B WD S104B-144A IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD1040D-000A WD1040D WD S104A-000A ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4006D-00XX WD4006D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4006D-02X3 WD4006D WD SY40C06-02 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
W04006D-13X3 W04006D WD SY40C06-13 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4226D-00XX WD4226D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4226D-33X3 WD4226D WD SW42C26-33 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4227D-41X3 WD4227D WD SW42C27-41 ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-00XX WD4231D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-10X3 WD4231D WD SZ42C13-10 ICW OPTION
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-05X3 WD4231D WD SZ42C31-05 IC-WORK FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-08X3 WD4231D WD SZ42C31-08 ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-09X3 WD4231D WD SZ42C31-09 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-18X3 WD4231D WD SZ42C31-18 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-43X3 WD4231D WD SZ42C31-43 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-66X3 WD4231D WD SZ42C31-66 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-80X3 WD4231D WD SZ42C31-80 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-81X3 WD4231D WD SZ42C31-81 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4820D-00XX WD4820D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4820D-32X3 WD4820D WD SZ48C20-32 ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
W04820D-33X3 W04820D WD SZ48C20-33 ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4855D-00XX WD4855D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4855D-05X3 WD4855D WD SX48C55-05 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4855D-61X3 WD4855D WD SX48C55-61 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4860D-00XX WD4860D WD W4860D FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4860D-14XX WD4860D WD W4860D-14 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4863D-00XX WD4863D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4863D-06X3 WD4863D WD SZ48C63-06 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4863D-16X3 WD4863D WD SZ48C63-16 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4863D-36X3 WD4863D WD SZ48C63-36 ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4965D-00XX WD4965D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4965D-00XX WD4965D WD WD4965D FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4965D-03XX WD4965D WD WD4965D-03 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2114S-AN7-20XX WG2114S WG KS5014B-20 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2114S-BNI-20XX WG2114S WG KS5014BD-20 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2561X-GOM-75X3 WG2561X WG KS5025D2-75 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2561X-GOM-75XD WG2561X WG KS5025D2-75 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2561X-GOM-75X3 WG2561X WG KS5025D2-75-S FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2562X-GOM-75X3 WG2562X WG KS5025CD2-75 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WH1600X-01XX WH1600X WH AC16M01 A-CHIP FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WHV272X-01XX WHV272X WH V272 VALENCE FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WHV285X-01XX WHV285X WH V285 VALANCE FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WS0700D-01X3 WS0700D WS SAG070 SASOL FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WSS166X-01XX WSS166X WS SAG166 SS&S FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WSS170X-01XX WSS170X WS SAG170 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT1201X-01XX WT1201X WT DA1201 DYNALAB FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT1201X-02XX WT1201X WT DA1201A FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT1312X-01XX WT1312X WT DA1312 CIS (CMOS IMAGE SENSOR)
- -----------------------------------------------------------------------------------------------------------------------------
WT3100D-01XX WT3100D WT SEM100 [CHINESE] FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT3100D-ZZXY WT3100D WT SEM100 [CHINESE] FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT3100E-ZZXY WT3100E WT SEM100E FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT3100E-ZZXC WT3100E WT SEM100E-1 D-TCXO
- -----------------------------------------------------------------------------------------------------------------------------
WX5G64Q-01XX WX5G64Q WX XGN5X064 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX5G65Q-01XX WX5G65Q WX XGN5X065 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX5S64Q-01XX WX5S64Q WX XSN5X064 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX5X50X-01XX WX5X50X WX XTN5X054-0 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX5X54X-01XX WX5X54X WX XTN5X054 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX6X25X-01XX WX6X25X WX XTN6X025 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX6X80Q-01XX WX6X80Q WX XQN6X080 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7006X-01XX WX7006X WX XTN70006 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX70G6X-01XX WX70G6X WX XGN70060 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7G64Q-01XX WX7G64Q WX XGN7X064 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7X06X-01XX WX7X06X WX XTN7X006 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7X10X-01XX WX7X10X WX XTN7X010 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7Xl5X-01XX WX7Xl5X WX XTN7X015 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7X20Q-01XX WX7X20Q WX XQN7X020 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7X20X-01XX WX7X20X WX XTN7X020 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7X30Q-01XX WX7X30Q WX XQN7X030 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 132
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
WX7X30X-01XX WX7X30X WX XTN7X030 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X33X-01XX WX7X33X WX XTN7X033 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X34X-01XX WX7X34X WX XTN7X034 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X50Q-01XX WX7X50Q WX XQN7X050 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X50X-01XX WX7X50X WX XTN7X050 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X53X-01XX WX7X53X WX XTN7X053 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X54Q-01XX WX7X54Q WX XQN7X054-0 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X54X-01XX WX7X54X WX XTN7X054 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X60X-01XX WX7X60X WX XTN7X060 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X64X-01XX WX7X64X WX XTN7X064 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X80X-01XX WX7X80X WX XTN7X084-0 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X83X-01XX WX7X83X WX XTN7X083 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X84X-01XX WX7X84X WX XTN7X084 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8100X-01XX WX8100X WX XTN8X100 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8110X-01XX WX8110X WX XTN8X110 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X10X-01XX WX8X10X WX XTN8X010 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X20X-01XX WX8X20X WX XTN8X020-0 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X23X-01XX WX8X23X WX XTN8X023 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X33X-01XX WX8X33X WX XTN8X033 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X34X-01XX WX8X34X WX XTN8X034 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X50X-01XX WX8X50X WX XTN8X050 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X60X-01XX WX8X60X WX XTN8X060 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X64X-01XX WX8X64X WX XTN8X064 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X80X-01XX WX8X80X WX XTN8X084-0 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X84X-01XX WX8X84X WX XTN8X084 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8Y10O-01XX WX8Y10O WX XTN8Y100 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8Y10X-01XX WX8Y10X WX XTN8Y010 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8Y1KX-01XX WX8Y1KX WX XTN8Y100 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8Y24X-01XX WX8Y24X WX XTN8Y024 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8Y54X-01XX WX8Y54X WX XTN8Y054 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9100X-01XX WX9100X WX XTN9X100 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X06X-01XX WX9X06X WX XTN9X006 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X10X-01XX WX9X10X WX XTN9X010 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X13X-01XX WX9X13X WX XTN9X013 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X15X-01XX WX9X15X WX XTN9X015 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X20X-01XX WX9X20X WX XTN9X020 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X30X-01XX WX9X30X WX XTN9X030 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X50X-01XX WX9X50X WX XTN9X050 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X60X-01XX WX9X60X WX XTN9X060 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X64X-01XX WX9X64X WX XTN9X064 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X80X-01XX WX9X80X WX XTN9X084-0 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X84X-01XX WX9X84X WX XTN9X084 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X90X-01XX WX9X90X WX XTN9X090 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
ZA0118A-EWD-01XX ZA0118A ZA KS0118B Gen LOCK FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0118B-EWD-01XX ZA0118B ZA KS0118C Gen LOCK FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0119X-EWD-01XX ZA0119X ZA KS0119 Video Decoder FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0119X-EXJ-01XX ZA0119X ZA KS0119Q2 Video Decoder FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0122A-EXJ-01XX ZA0122A ZA KS0122-S NTSC/PAL VIDEO DECODER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228A-BMC-01XX ZA0228A ZA KAD0228BD 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228A-BMC-01XX ZA0228A ZA KAD0228BD-N 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228A-BMC-01XX ZA0228A ZA KAD0228BD-SPT 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228A-BMC-01XX ZA0228A ZA KAD0228BDTF 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228X-BMC-01XX ZA0228X ZA KAD022BED-N 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228X-BMC-01XX ZA0228X ZA KAD022BED-SPT 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0280A-ETF-01XX ZA0280A ZA KB0280 PEN DIGITIZER CONTROLLER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0280A-ETF-01XX ZA0280A ZA KB0280B PEN DIGITIZER CONTROLLER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0280X-ETF-01XX ZA0280X ZA KB0280 PEN DIGITIZER CONTROLLER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0280X-ETF-01XX ZA0280X ZA KB0280-F PEN DIGITIZER CONTROLLER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0280X-ETF-01XX ZA0280X ZA KB0280-P PEN DIGITIZER CONTROLLER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0316X-BKB-01XB ZA0316X ZA KDA0316D 16bit DAC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0316X-BKB-01XA ZA0316X ZA KDA0316LD 16bit DAC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0316X-AKC-01XA ZA0316X ZA KDA0316LN 16bit DAC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0316X-AKC-01XB ZA0316X ZA KDA0316N 16bit DAC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0319X-BNE-01XX ZA0319X ZA KDA0340D 1 bit DAC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0408X-ERA-01XX ZA0408X ZA KDA0408Q 8bit DAC FABC
- ----------------------------------------------------------------------------------------------------------------
ZA0505X-ERF-01XX ZA0505X ZA KAD0505-S DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0505X-ERJ-01XX ZA0505X ZA KAD0505-S DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA7000X-ERF-01XX ZA7000X ZA KAD7000 DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 133
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ZA7001B-EWA-01XX ZA7001B ZA KAD7001 DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA7001B-01XP ZA7001B ZA KAD7001PCC DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA7001B-EWD-01XX ZA7001B ZA KAD7001Q DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA7003B-EWD-01XX ZA7003B ZA KAD0501Q DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 134
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CJ72C8X-EZC-ZZXY CJ72C8X CJ KS57P21208Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72E8D-24XQ CJ72EBD CJ KS57P21408P-24DCC 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72E8D-EXF-ZZXY CJ72E8D CJ KS57P21408Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72E8D-EXF-ZYXY CJ72E8D CJ KS57P21408Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-01XX CJ72F5D CJ KS57C21516 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-23XX CJ72F5D CJ KS57C21516-23D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-31XX CJ72F5D CJ KS57C21516-31D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-43XX CJ72F5D CJ KS57C21516-43D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-Z0XX CJ72F5D CJ KS57C215160-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-11XY CJ72F5D CJ KS57P21516-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-ZZXY CJ72F5D CJ KS57P21516Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72F5D-EXF-ZYXY CJ72FSD CJ KS57P215160-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ72G9X-EXF-ZZXY CJ72G9X CJ KS57P21632Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-22XX CJ7414D CJ KS57C4104-22D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-23XX CJ7414D CJ KS57C4104-23D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-24XX CJ7414D CJ KS57C4104-24D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-25XX CJ7414D CJ KS57C4104-25D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-26XX CJ7414D CJ KS57C4104-26D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-27XX CJ7414D CJ KS57C4104-27D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-28XX CJ7414D CJ KS57C4104-28D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-ACD-Z0XX CJ7414D CJ KS57C4104N-Z0D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-ZZXY CJ7414D CJ KS57P4104N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-10XY CJ7414D CJ KS57P4104N-10D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-AQD-ZYXX CJ7414D CJ KS57P4104N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-EZE-ZZXY CJ7414D CJ KS57P41040 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-EZE-10XY CJ7414D CJ KS57P41040-10D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7414D-EZE-ZYXX CJ7414D CJ KS57P41040-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7424D-AVB-ZYXY CJ7424D CJ KS57P4204N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7424D-ZYXY CJ7424D CJ KS57P4204S-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7424X-AVB-ZZXY CJ7424X CJ KS57P4204N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7424X-BNE-ZZXY CJ7424X CJ KS57P4204S 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D- ETF-11XY CJ7515D CJ KS57P5116-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETF-12XY CJ7515D CJ KS57P5116-12D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETF-81XY CJ7515D CJ KS57P5116-81D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ATA-ZZXY CJ7515D CJ KS57P5116N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ATA-ZYXX CJ7515D CJ KS57P5116N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ATA-ZYXY CJ7515D CJ KS57P5116N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETF-ZZXY CJ7515D CJ KS57P5116Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETE-ZYXX CJ7515D CJ KS57P5116Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETF-ZYXX CJ7515D CJ KS57P5116Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7515D-ETF-ZYXY CJ7515D CJ KS57P5116Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ 7528D-EZE-11XY CJ7528D CJ KS57P5208-11D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ75280-EZE-12XY CJ7528D CJ KS57P5208-12D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-EZE-15XY CJ7528D CJ KS57P5208-15D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ75280-EZE-26XY CJ7528D CJ KS57P5208-26D 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-A0D-ZZXY CJ7528D CJ KS57P5208N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-AQD-ZYXX CJ7528D CJ KS57P5208N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-AQD-ZYXY CJ7528D CJ KS57P5208N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-ZZXQ CJ7528D CJ KS57P5208P-DCC 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-ZYXQ CJ7528D CJ KS57P5208P-ZYDCC 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-EZE-ZYXX CJ7528D CJ KS57P5208Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7528D-EZE-ZYXY CJ7528D CJ KS57P5208Q-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7533X-AVB-ZZXY CJ7533X CJ KS57P5312N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7533X-B0N-ZZXY CJ7533X CJ KS57P5312S 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ75380-AVB-ZZXY CJ7538D CJ KS57P5308N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7538D-AVB-ZYXY CJ7538D CJ KS57P5308N-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7538D-BON-ZZXY CJ7538D CJ KS57P5308S 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7538D-BON-ZYXY CJ7538D CJ KS57P5308S-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7544X-BMA-11XX CJ7544X CJ KS57C5404-11 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7544X-AMP-ZZXY CJ7544X CJ KS57P5404N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7544X-BMA-ZZXY CJ7544X CJ KS57P5404S 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7559X-ATA-ZZXY CJ7559X CJ KS57P5532N 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7559X-ETF-ZZXY CJ7559X CJ KS57P5532Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7565X-EXF-ZZXY CJ7565X CJ KS57P5616Q 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7A48D-AQD-ZZXY CJ7A48D CJ KS57P0408UN 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7A48D-EZE-ZZXY CJ7A48D CJ KS57P0408UQ 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7A48D-EZE-ZYXY CJ7A48D CJ KS57P0408UQ-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7Fl5D-ATA-ZZXY CJ7Fl5D CJ KS57P5116UN 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 135
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CJF15D-ETF-ZZXX CJ7F15D CJ KS57P5116UQ 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJF15D-ETF-ZZXY CJ7F15D CJ KS57P5116UQ 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ7Fl5D-ETF-ZYXY CJ7F15D CJ KS57P5116UQ-ZYD 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-APE-O1XX CJ80450 CJ KS88C0416-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-O1XX CJ8045D CJ KS88C0416-01D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-21XX CJ8045D CJ KS88C0416-21D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-21XX CJ8045D CJ KS88C0416-21DTF 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80450-BON-22XX CJ8045D CJ KS88C0416-22D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AOR-25XX CJ8045D CJ KS88C0416-25D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-27XX CJ80450 CJ KS88C0416-27D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BAXX CJ80450 CJ KS88C0416-BAD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BBXX CJ8045D CJ KS88C0416-BBD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BCXX CJ8045D CJ KS88C0416-BCD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BDXX CJ8045D CJ KS88C0416-BDD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BEXX CJ8045D CJ KS88C0416-BED 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AOR-ZOXX CJ80450 CJ KS88C0416N-ZOD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-ZOXX CJ80450 CJ KS88C0416S-ZOD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80450-APE-ZZXY CJ8045D CJ KS88P0416 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AOR-11XY CJ8045D CJ KS88P0416-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-BAXY CJ8045D CJ KS88P0416-BAD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AOR-ZZXY CJ80450 CJ KS88P0416N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AOR-ZYXY CJ8045D CJ KS88P0416N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-AVB-ZYXX CJ8045D CJ KS88P0416N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-ZZXP CJ8045D CJ KS88P0416PCC 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-ZZXY CJ8045D CJ KS88P0416S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-ZYXX CJ8045D CJ KS88P0416S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-BON-ZYXY CJ8045D CJ KS88P0416S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8045D-APE-ZYXY CJ8045D CJ KS88P0416-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-APE-O1XX CJ8047D CJ KS88C0424 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-AOR- 11 XX CJ8047D CJ KS88C0424-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-APE-ZZXY CJ8047D CJ KS88P0424 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-APE-AEXX CJ8047D CJ KS88P0424-AED 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-APE-AEXY CJ8047D CJ KS88P0424-AED 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-AOR-ZZXY CJ8047D CJ KS88P0424N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-AOR-ZYXY CJ8047D CJ KS88P0424N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-BON-ZZXY CJ8047D CJ KS88P0424S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-BON-ZYXY CJ8047D CJ KS88P0424S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8047D-APE-ZYXY CJ8047D CJ KS88P0424-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8070X-ECB-ZZXY CJ8070X CJ KS88E0700Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8070X-ECB-O1XX CJ8070X CJ KS88E0716Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8075X-ATA-ZZXY CJ8075X CJ KS88P0716N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8075X-ATA-ZYXY CJ8075X CJ KS88P0716N-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8075X-ETF-ZZXY CJ8075X CJ KS88P0716Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8075X-ETF-ZYXY CJ8075X CJ KS88P0716Q-ZYCC 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-03XX CJ8095D CJ KS88C0916-03D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-04XX CJ8095D CJ KS88C0916-04D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-10XX CJ8095D CJ KS88C0916-1OD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80950-BON-11XX CJ8095D CJ KS88C0916-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AFXX CJ8095D CJ KS88C0916-AFD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AGXX CJ80950 CJ KS88C0916-AGD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AJXX CJ8095D CJ KS88C09I6-AJD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ANXX CJ8095D CJ KS88C0916-AND 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-APXX CJ8095D CJ KS88CO916-APD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-AQXX CJ8095D CJ KS88C0916AQD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-ARXX CJ8095D CJ KS88C0916-ARD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-ZOXX CJ8095D CJ KS88C0916N-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ZOXX CJ8095D CJ KS88CO916S-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AAXX CJ8095D CJ KS88P09I6-AAD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AAXY CJ80950 CJ KS88P0916-AAD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ABXX CJ8095D CJ KS88P09I6-ABD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ABXY CJ8095D CJ KS88P09I6-ABD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ACXX CJ8095D CJ KS88P09I6-ACD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ACXY CJ8095D CJ KS88P09I6-ACD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AEXY CJ8095D CJ KS88P0916-AED 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-AHXY CJ8095D CJ KS88P0916-AHD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-ZZXY CJ8095D CJ KS88P0916N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AVB-00XX CJ8095D CJ KS88P0916N-00 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AOR-ZYXX CJ8095D CJ KS88P0916N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 136
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CJ8095D-AOR-ZYXY CJ8095D CJ KS88P0916N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-AVB-ZYXX CJ8095D CJ KS88P0916N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ZZXY CJ8095D CJ KS88P0916S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ADXX CJ8095D CJ KS88P09I6S-ADD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ZYXX CJ8095D CJ KS88P0916S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8095D-BON-ZYXY CJ8095D CJ KS88P0916S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80A5X-ZZXQ CJ80A5X CJ KS88P01016PCC 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-01XX CJ80E7X CJ KS88C01424 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-AHXX CJ80E7X CJ KS88C01424-AH 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-ALXX CJ80E7X CJ KS88C01424-AL 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-AOR-Z0XX CJ60E7X CJ KS88C01424N-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-AFXP CJ80E7X CJ KS88C01424P-AFCC 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-AGXP CJB0E7X CJ KS88C01424P-AGCC 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-BON-Z0XX CJB0E7X CJ KS88C01424S-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-Z0XX CJ80E7X CJ KS88C01424-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-BON-AQXY CJ80E7X CJ KS88P01408S0-AQ 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-ZZXY CJ80E7X CJ KS88P01424 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-ALXY CJ80E7X CJ KS88P01424-AL 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-AOR-ZZXY CJ80E7X CJ KS88P01424N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-AOR-ZYXY CJ80E7X CJ KS88P01424N-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-BON-ZZXY CJB0E7X CJ KS88P01424S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-BON-ZYXY CJ80E7X CJ KS88P01424S-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ80E7X-APE-ZYXY CJ80E7X CJ KS88P01424-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ821AX-EWD-ZZXY CJ821AX CJ KS88P2148Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ821AX-EWJ-ZZXC CJ821AX CJ KS88P2148T 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-12XX CJ8454X CJ KS88C4504-12 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-13XX CJ8454X CJ KS88C4504-13 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-Z0XX CJ8454X CJ KS88C4504Q-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-11XY CJ8454X CJ KS88P4504-11 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-12XY CJ8454X CJ KS88P4504-12 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-13XY CJ8454X CJ KS88P4504-13 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-ZZXY ICJ8454X CJ KSBBP4504Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8454X-EWD-ZYXY CJ8454X CJ KS88P4504Q-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8469X-ETF-ZZXY CJ8469X CJ KS88P4632Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8610D-ECA-ZZXY CJ8610D CJ KS88E6100Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-02XX CJ8615D CJ KS88C6116-02 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-10XX CJ8615D CJ KS88C6116-10D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-11XX CJ8615D CJ KS88C6116-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-01XX CJ8615D CJ KS88C6116N-01 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-Z0XX CJ8615D CJ KS88C6116N-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-11XY CJ8615D CJ KS88P6116-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-ZZXY CJ8615D CJ KS88P6116N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-AQD-ZYXX CJ8615D CJ KS88P6116N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ86150-AQD-ZYXY CJ8615D CJ KS88P6116N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8615D-EZE-ZZXY CJ8615D CJ KS88P6116Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8629X-AQD-Z0XX CJ8629X CJ KS88C6232N-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8629X-AQD-ZZXY CJ8629X CJ KS88P6232N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8629X-AQD-ZYXY CJ8629X CJ KS88P6232N-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8629X-EZE-ZZXY CJ8629X CJ KS88P6232Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8827D-AQD-Z0XX CJ8827D CJ KS88C8224N-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8827D-AQD-ZZXY CJ8827D CJ KS88P8224N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8827D-AQD-ZYXX CJ8827D CJ KS88P8224N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8827D-AQD-ZYXY CJ8827D CJ KS88P8224N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-11XX CJ8837D CJ KS88C8316-11D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-16XX CJ8837D CJ KS88C8316-16D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-A0D-01XX CJ8837D CJ KS88C8324 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-12XX CJ8837D CJ KS88CB324-12D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-13XX CJ8837D CJ KS88C8324-13D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-17XX CJ8837D CJ KS88C8324-17D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-A0D-Z0XX CJ8837D CJ KS88C8324N-Z0D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD- 14XY CJ8837D CJ KS88P8324-14D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-ZZXY CJ8837D CJ KS88PB324N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8837D-AQD-ZYXY CJ8837D CJ KS88P8324N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8849X-A0D-Z0XX CJ8849X CJ KSBBC8432N-Z0 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8849X-AQD-ZZXY CJ8849X CJ KS88PB432N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ8849X-AQD-ZYXY CJ8849X CJ KS88P8432N-ZY 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9004D-APE-ZZXY CJ9004D CJ KS86P0004 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9004D-APE-ZYXY CJ9004D CJ KS86P0004-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 137
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CJ9004D-APH-ZYXX CJ9004D CJ KS86P0004-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9404D-AVB-ZZXY CJ9404D CJ KS86P4004N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9404D-AVB-ZYXY CJ9404D CJ KS86P4001N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9-A04D-BON-ZZXY CJ9404D CJ KS66P4004S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9404D-BON-ZYXY CJ9404D CJ KS86P4004S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414D-AMP-ZYXY CJ9414D CJ KS86P4104N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414D-BMA-ZYXY CJ9414D CJ KS86P4104S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414X-AMP-10XX CJ9414X CJ KS86C4104-10 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414X-BMA-12XY CJ9414X CJ KS86P4104-12 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414X-AMP-ZZXY CJ9414X CJ KS86P4104N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9414X-BMA-ZZXY CJ9414X CJ KS86P4104S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-AQD-01XX CJ9608D CJ KS86C6008 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-EAB-01XX CJ9608D CJ KS86C6008 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-AQD-16XX CJ96080 CJ KS86C6008-16D 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-AQD-ZZXY CJ9608D CJ KS36P6008N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-AQD-ZYXX CJ9608D CJ KS86P6008N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-AQD-ZYXY CJ9608D CJ KSBSP6008N-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-ZZXR CJ9608D CJ KS86P6008P-DWD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-EZE-ZZXY CJ9608D CJ KS86P6008Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-EZE-ZYXX CJ9608D CJ KS88P6008Q-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9608D-EZE-ZYXY CJ9608D CJ KS88P6008Q-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9614D-AKC-ZZXY CJ9614D CJ KS86P6104 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9614D-BMA-ZZXY CJ9614D CJ KS88P6104S 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9614D-BKA-ZYXY CJ9614D CJ KS86P6104S-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9614D-AKC-ZYXY CJ9614D CJ KS86P6104-ZYD 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9648X-AQD-ZZXY CJ9648X CJ KS86P6408N 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJ9648X-EZE-ZZXY CJ9648X CJ KS86P6408Q 8BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
CJR002D-AQD-ZZXX CJR002D CJ KS57P1111 4BIT MICOM FAB3
- -----------------------------------------------------------------------------------------------------------------------------
FX0107X-01XX FX0107X FX EPI N-60 FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX0210X-01XX FX0210X FX EPI N-100 FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX0313X-01XX FX0313X FX EPI N-100 FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX0617X-01XX FX0617X FX EPI N-200 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX0724X-01XX FX0724X FX EPI EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX0825X-01XX FX0825X FX EPI N-300V FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX1740X-01XX FX1740X FX EPI N-500V FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX1842X-01XX FX1842X FX EPI N-500 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX2452X-01XX FX2452X FX EPI N-600 FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX3013X-01XX FX3013X FX EPI N-150 FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX3270X-01XX FX3270X FX EPI N-800V FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX3580X-01XX FX3580X FX N900 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX4085X-01XX FX4085X FX N1000 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX4595X-01XX FX4595X FX N1100 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
FX5050G-01XX FX5050G FX IX629 EPI FABC
- -----------------------------------------------------------------------------------------------------------------------------
HI5923A-BOZ-01XX HI5923A HI KS5923BDTF VOICE IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------
HI5923A-BOZ-01XX HI5923A HI KS5923BDTF VOICE IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------
HI5923X-BOZ-01XX HI5923X HI KS5923DTF VOICE IC FAB2
- -----------------------------------------------------------------------------------------------------------------------------
HI6112X-FAE-01XX HI6112X HI KS16112L FAX MODEM FAB2
- -----------------------------------------------------------------------------------------------------------------------------
HI6114X-FAE-01XX HI6114X HI KS16114 FAX MODEM FAB2
- -----------------------------------------------------------------------------------------------------------------------------
HI6614X-FAE-01XX HI6614X HI KS16114 FAX MODEM FAB2
- -----------------------------------------------------------------------------------------------------------------------------
KQB302U-LHF-00RD KQB302U KQ KC73125UBA 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB302W-AHP-00RD KQB302W KQ KC73125MP 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB302W-LHE-00RD KQB302W KQ KC73125-M-R 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB302W-LHE-00SD KQB302W KQ KC73125-M-Rl 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB304X-LGC-00RD KQB304X KQ KC74125B 1/4" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB30BU-LHF-00RD KQB30BU KQ KC73129UBA 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB30BW-AHP-00RD KQB30BW KQ KC73129MP 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB30BW-LHE-00RD KQB30BW KQ KC73129-M-R 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB30BW-LHE-00SD KQB30BW KQ KC73129-M-R1 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB317X-LGC-00RD KQB317X KQ KC741298 1/4" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQB320Z-LGC-00RD KQB320Z KQ KC75118B 1/5" 18[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQBM02U-LHF-00RD KQBM02U KQ KC73125UB 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQBM02W-LHE-00RD KQBM02W KQ KC73125-M-R 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQBM02W-LHE-00SD KQBM02W KQ KC73125-M-R1 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQSM08U-LHF-00RD KQBM08U KQ KC73129UB 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQBM08W-LHE-00RD KQBM08W KQ KC73129-M-R 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQBM0BW-LHE-00SD KQBM08W KQ KC73129-M-Rl 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC302U-LHF-00CS KQC302U KQ KC73125UCA 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC304X-LGC-00CC KQC304X KQ KC74125C 1/4" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 138
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
KQC308U-LHF-00CS KQC308U KQ KC73129UCA 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC317X-LGC-00CC KQC317X KQ KC74129C 1/4" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC319Z-LHF-00CD KQC319Z KQ KC73133C 1/3" 33[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC320Z-LGC-00CP KQC320Z KQ KC75118C 1/5" 18[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQC329Z-LGC-00CD KQC329Z KQ KC74133C 1/4" 33[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQCM02U-LHF-00CP KQCM02U KC73125UCP 1/3" 25[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
KQCM08U-LHF-00CP KQCM08U KQ KC73129UCP 1/3" 29[KOREAN] CCD FAB3
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XA NE0015X NE SMF015NA-H1TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XB NE0015X NE SMF015NA-H2TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XC NE0015X NE SMF015NA-H3TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XD NE0015X NE SMF015NA-H4TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XE NE0015X NE SMF015NA-H5TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-01XF NE0015X NE SMF0 1 5NA-HTF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XA NE0015X NE SMF015NA-L1TF GAAS 7.2[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XB NE0015X NE SMF015NA-L2TF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XC NE0015X NE SMF015NA-L3TF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XD NE0015X NE SMF015NA-L4TF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XE NE0015X NE SMF015NA-L5TF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XF NE0015X NE SMF015NA-LTF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-02XX NE0015X NE SMF015NA-LTF GAAS 4.7.[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-03XA NE0015X NE SMF015NA-LTF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0015X-TPA-03XX NE0015X NE SMF015NA-LTF GAAS 4.7[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0081X-BCC-00XX NE0081X NE SMP-10008-1 GAAS SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE0082X-BCC-00XX NE0082X NE SMP-10008-2 GAAS SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE1126X-BCG-00XX NE1126X NE SMP-11206 GAAS SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE1323X-SCH-00XX NE1323X NE SMP-13203 GAAS SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-00XX NE2101X NE SMP-21001 TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCF-00XX NE2101X NE SMP-21001 TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01AA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01BA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-GCC-01CA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01DA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01EA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01FA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01GA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01HA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01IA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01JA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01KA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2101X-BCC-01LA NE2101X NE SMP21001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01AX NE2201X NE ASSYMASTER TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01AA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01BA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01CA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-GCF-01DA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01EA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01FA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01GA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01HA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01IA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01JA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01KA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2201X-BCF-01LA NE2201X NE SMP22001DTF TPH SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2223X-BC1-00XX NE2223X NE SMP-22203 SMP-22203 SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01AA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01BA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01CA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01DA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01EA NE2361X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01FA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01GA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01HA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01IA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01JA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01KA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE2301X-BCC-01LA NE2301X NE SMP23001DTF SMP23001DTF SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5012X-TPA-02XA NE5012X NE SM501220-D1TF DRIVER FET[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5012X-TPA-02XB NE5012X NE SM501220-D2TF DRIVER FET[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NE5012X-TPA-02XC NE5012X NE SM501220-D3TF DRIVER FET[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5012X-TPA-02XD NE5012X NE SM501220-D4TF DRIVER FET[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5012X-TPA-02XE NE5012X NE SM501220-D5TF DRIVER FET[KOREAN] SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XA NE5013X NE SM501320 POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XA NE5013X NE SM501320-D1TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XB NE5013X NE SM501320-D2TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XC NE5013X NE SM501320-D3TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XD NE5013X NE SM501320-D4TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XE NE5013X NE SM501320-D5TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XF NE5013X NE SM501320-D6TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XG NE5013X NE SM501320-D7TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XH NE5013X NE SM501320-D8TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01X1 NE5013X NE SM501320-D9TF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XJ NE5013X NE SM501320-DATF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XK NE5013X NE SM501320-DKTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XL NE5013X NE SM501320-DLTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XM NE5013X NE SM501320-DMTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XN NE5013X NE SM501320-DNTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XO NE5013X NE SM501320-DOTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XP NE5013X NE SM501320-DPTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XQ NE5013X NE SM501320-DQTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XR NE5013X NE SM501320-DRTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XS NE5013X NE SM501320-DSTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XT NE5013X NE SM501320-DTTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XU NE5013X NE SM501320-DUTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XV NE5013X NE SM501320-DVTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XW NE5013X NE SM501320-DWTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XX NE5013X NE SM501320-DXTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XY NE5013X NE SM501320-DYTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-01XZ NE5013X NE SM501320-DZTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XA NE5013X NE SM501320-EATF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XB NE5013X NE SM501320-EBTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XC NE5013X NE SM501320-ECTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XD NE5013X NE SM501320-EDTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XE NE5013X NE SM501320-EETF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XF NE5013X NE SM501320-EFTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XG NE5013X NE SM501320-EGTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XH NE5013X NE SM501320-EHTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XI NE5013X NE SM501320-EITF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XJ NE5013X NE SM501320-EJTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XK NE5013X NE SM501320-EKTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XL NE5013X NE SM501320-ELTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XM NE5013X NE SM501320-EMTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XN NE5013X NE SM501320-ENTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XO NE5013X NE SM501320-EOTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XP NE5013X NE SM501320-EPTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XQ NE5013X NE SM501320-EQTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XR NE5013X NE SM501320-ERTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XS NE5013X NE SM501320-ESTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XT NE5013X NE SM501320-ETTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XU NE5013X NE SM501320-EUTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XV NE5013X NE SM501320-EVTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XW NE5013X NE SM501320-EWTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XX NE5013X NE SM501320-EXTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XY NE5013X NE SM501320-EYTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-02XZ NE5013X NE SM501320-EZTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-03XA NE5013X NE SM501320-FATF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5013X-TPA-03XB NE5013X NE SM501320-FBTF GAAS POWER FET SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5151X-BCF-01XX NE5151X NE SM515101D 2.4 GIGA LNA SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5151X-BCF-01XX NE5151X NE SM515101D 2.4GIGA LNA SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5151X-BCL-01XX NE5151X NE SM515101D 2.4 GIGA LNA SMS
- -----------------------------------------------------------------------------------------------------------------------------
NE5151X-BCL-01XX NE5151X NE SM515101D 2.4GIGA LNA SMS
- -----------------------------------------------------------------------------------------------------------------------------
WA5200A-05XX WA5200A WA ROCKP-5205WD ROCKWELL FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WC0008X-01XX WC0008X WC S008A FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD1040A-000A WD1040A WD S104A-000A IC-FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD1040B-000X WD1040B WD S104B-000X IC-WORK FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD1040B-123B WD1040B WD S104B-123B IC-WORK FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD1040B-123C WD1040B WD S104B-123C IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 139
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
WD1040B-144A WD1040B WD S104B-144A IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD1040D-000A WD1040D WD S104A-000A ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4006D-00XX WD4006D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4006D-02X3 WD4006D WD SY40C06-02 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
W04006D-13X3 W04006D WD SY40C06-13 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4226D-00XX WD4226D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4226D-33X3 WD4226D WD SW42C26-33 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4227D-41X3 WD4227D WD SW42C27-41 ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-00XX WD4231D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-10X3 WD4231D WD SZ42C13-10 ICW OPTION
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-05X3 WD4231D WD SZ42C31-05 IC-WORK FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-08X3 WD4231D WD SZ42C31-08 ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-09X3 WD4231D WD SZ42C31-09 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-18X3 WD4231D WD SZ42C31-18 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-43X3 WD4231D WD SZ42C31-43 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-66X3 WD4231D WD SZ42C31-66 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-80X3 WD4231D WD SZ42C31-80 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4231D-81X3 WD4231D WD SZ42C31-81 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4820D-00XX WD4820D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4820D-32X3 WD4820D WD SZ48C20-32 ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
W04820D-33X3 W04820D WD SZ48C20-33 ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4855D-00XX WD4855D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4855D-05X3 WD4855D WD SX48C55-05 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4855D-61X3 WD4855D WD SX48C55-61 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4860D-00XX WD4860D WD W4860D FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4860D-14XX WD4860D WD W4860D-14 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4863D-00XX WD4863D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4863D-06X3 WD4863D WD SZ48C63-06 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4863D-16X3 WD4863D WD SZ48C63-16 IC-WORKS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4863D-36X3 WD4863D WD SZ48C63-36 ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4965D-00XX WD4965D WD MASTER ICW FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4965D-00XX WD4965D WD WD4965D FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WD4965D-03XX WD4965D WD WD4965D-03 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2114S-AN7-20XX WG2114S WG KS5014B-20 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2114S-BNI-20XX WG2114S WG KS5014BD-20 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2561X-GOM-75X3 WG2561X WG KS5025D2-75 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2561X-GOM-75XD WG2561X WG KS5025D2-75 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2561X-GOM-75X3 WG2561X WG KS5025D2-75-S FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WG2562X-GOM-75X3 WG2562X WG KS5025CD2-75 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WH1600X-01XX WH1600X WH AC16M01 A-CHIP FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WHV272X-01XX WHV272X WH V272 VALENCE FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WHV285X-01XX WHV285X WH V285 VALANCE FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WS0700D-01X3 WS0700D WS SAG070 SASOL FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WSS166X-01XX WSS166X WS SAG166 SS&S FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WSS170X-01XX WSS170X WS SAG170 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT1201X-01XX WT1201X WT DA1201 DYNALAB FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT1201X-02XX WT1201X WT DA1201A FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT1312X-01XX WT1312X WT DA1312 CIS (CMOS IMAGE SENSOR)
- -----------------------------------------------------------------------------------------------------------------------------
WT3100D-01XX WT3100D WT SEM100 [CHINESE] FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT3100D-ZZXY WT3100D WT SEM100 [CHINESE] FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT3100E-ZZXY WT3100E WT SEM100E FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WT3100E-ZZXC WT3100E WT SEM100E-1 D-TCXO
- -----------------------------------------------------------------------------------------------------------------------------
WX5G64Q-01XX WX5G64Q WX XGN5X064 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX5G65Q-01XX WX5G65Q WX XGN5X065 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX5S64Q-01XX WX5S64Q WX XSN5X064 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX5X50X-01XX WX5X50X WX XTN5X054-0 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX5X54X-01XX WX5X54X WX XTN5X054 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX6X25X-01XX WX6X25X WX XTN6X025 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX6X80Q-01XX WX6X80Q WX XQN6X080 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7006X-01XX WX7006X WX XTN70006 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX70G6X-01XX WX70G6X WX XGN70060 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7G64Q-01XX WX7G64Q WX XGN7X064 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7X06X-01XX WX7X06X WX XTN7X006 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7X10X-01XX WX7X10X WX XTN7X010 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7Xl5X-01XX WX7Xl5X WX XTN7X015 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7X20Q-01XX WX7X20Q WX XQN7X020 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7X20X-01XX WX7X20X WX XTN7X020 IXYS FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
WX7X30Q-01XX WX7X30Q WX XQN7X030 FOUNDRY
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 140
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
WX7X30X-01XX WX7X30X WX XTN7X030 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X33X-01XX WX7X33X WX XTN7X033 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X34X-01XX WX7X34X WX XTN7X034 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X50Q-01XX WX7X50Q WX XQN7X050 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X50X-01XX WX7X50X WX XTN7X050 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X53X-01XX WX7X53X WX XTN7X053 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X54Q-01XX WX7X54Q WX XQN7X054-0 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X54X-01XX WX7X54X WX XTN7X054 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X60X-01XX WX7X60X WX XTN7X060 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X64X-01XX WX7X64X WX XTN7X064 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X80X-01XX WX7X80X WX XTN7X084-0 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X83X-01XX WX7X83X WX XTN7X083 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX7X84X-01XX WX7X84X WX XTN7X084 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8100X-01XX WX8100X WX XTN8X100 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8110X-01XX WX8110X WX XTN8X110 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X10X-01XX WX8X10X WX XTN8X010 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X20X-01XX WX8X20X WX XTN8X020-0 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X23X-01XX WX8X23X WX XTN8X023 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X33X-01XX WX8X33X WX XTN8X033 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X34X-01XX WX8X34X WX XTN8X034 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X50X-01XX WX8X50X WX XTN8X050 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X60X-01XX WX8X60X WX XTN8X060 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X64X-01XX WX8X64X WX XTN8X064 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X80X-01XX WX8X80X WX XTN8X084-0 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8X84X-01XX WX8X84X WX XTN8X084 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8Y10O-01XX WX8Y10O WX XTN8Y100 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8Y10X-01XX WX8Y10X WX XTN8Y010 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8Y1KX-01XX WX8Y1KX WX XTN8Y100 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8Y24X-01XX WX8Y24X WX XTN8Y024 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX8Y54X-01XX WX8Y54X WX XTN8Y054 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9100X-01XX WX9100X WX XTN9X100 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X06X-01XX WX9X06X WX XTN9X006 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X10X-01XX WX9X10X WX XTN9X010 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X13X-01XX WX9X13X WX XTN9X013 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X15X-01XX WX9X15X WX XTN9X015 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X20X-01XX WX9X20X WX XTN9X020 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X30X-01XX WX9X30X WX XTN9X030 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X50X-01XX WX9X50X WX XTN9X050 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X60X-01XX WX9X60X WX XTN9X060 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X64X-01XX WX9X64X WX XTN9X064 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X80X-01XX WX9X80X WX XTN9X084-0 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X84X-01XX WX9X84X WX XTN9X084 FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
WX9X90X-01XX WX9X90X WX XTN9X090 IXYS FOUNDRY
- ----------------------------------------------------------------------------------------------------------------
ZA0118A-EWD-01XX ZA0118A ZA KS0118B Gen LOCK FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0118B-EWD-01XX ZA0118B ZA KS0118C Gen LOCK FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0119X-EWD-01XX ZA0119X ZA KS0119 Video Decoder FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0119X-EXJ-01XX ZA0119X ZA KS0119Q2 Video Decoder FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0122A-EXJ-01XX ZA0122A ZA KS0122-S NTSC/PAL VIDEO DECODER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228A-BMC-01XX ZA0228A ZA KAD0228BD 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228A-BMC-01XX ZA0228A ZA KAD0228BD-N 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228A-BMC-01XX ZA0228A ZA KAD0228BD-SPT 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228A-BMC-01XX ZA0228A ZA KAD0228BDTF 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228X-BMC-01XX ZA0228X ZA KAD022BED-N 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0228X-BMC-01XX ZA0228X ZA KAD022BED-SPT 8BIT ADC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0280A-ETF-01XX ZA0280A ZA KB0280 PEN DIGITIZER CONTROLLER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0280A-ETF-01XX ZA0280A ZA KB0280B PEN DIGITIZER CONTROLLER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0280X-ETF-01XX ZA0280X ZA KB0280 PEN DIGITIZER CONTROLLER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0280X-ETF-01XX ZA0280X ZA KB0280-F PEN DIGITIZER CONTROLLER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0280X-ETF-01XX ZA0280X ZA KB0280-P PEN DIGITIZER CONTROLLER FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0316X-BKB-01XB ZA0316X ZA KDA0316D 16bit DAC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0316X-BKB-01XA ZA0316X ZA KDA0316LD 16bit DAC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0316X-AKC-01XA ZA0316X ZA KDA0316LN 16bit DAC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0316X-AKC-01XB ZA0316X ZA KDA0316N 16bit DAC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0319X-BNE-01XX ZA0319X ZA KDA0340D 1 bit DAC FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0408X-ERA-01XX ZA0408X ZA KDA0408Q 8bit DAC FABC
- ----------------------------------------------------------------------------------------------------------------
ZA0505X-ERF-01XX ZA0505X ZA KAD0505-S DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA0505X-ERJ-01XX ZA0505X ZA KAD0505-S DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA7000X-ERF-01XX ZA7000X ZA KAD7000 DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 141
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Production code MIS MMM Sales code Description Line
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ZA7001B-EWA-01XX ZA7001B ZA KAD7001 DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA7001B-01XP ZA7001B ZA KAD7001PCC DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA7001B-EWD-01XX ZA7001B ZA KAD7001Q DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
ZA7003B-EWD-01XX ZA7003B ZA KAD0501Q DMM FAB2
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 142
Schedule 1.6
List of Products
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
KA8653 AG8653X-EWE-01X AG8653X-1.OF ASP5
KA8653 AG8653X-AHA-01X AG8653X-2.OF
AG8653X-3.OF
AG8653X-4.OF
AG8653X-5.OF
AG8653X-6.OF
AG8653X-7.OF
AG8653X-8.OF
AG8653X-9.OF
AG8653X-10.OF
AG8653X-11.OF
AG8653X-12.OJ
AG8653X-13.OF
AG8653X-14.OG
AG8653X-15.0I
AG8653X-22.OF
AG8653X-23.OF
- --------------------------------------------------------------------------------
KB0280B ZA0280A-ETD-01X ZA028OX-1.OA ASP5
ZA028OX-2.OA
ZA028OX-3.OA
ZA028OX-4.OA
ZA028OX-5.OA
ZA028OX-22.OA
ZA028OX-23.OA
ZA028OX-6.OA
ZA028OX-7.OA
ZA028OX-8.OA
ZA028OX-9.OA
ZA028OX-1O.OA
ZA028OA-11.OA
ZA028OA-12.OA
ZA028OA-13.OA
ZA028OA-14.OA
ZA028OX-15.OA
- --------------------------------------------------------------------------------
KB22688B AA0688A-AOR-01X AA0688A-1.OB-BL ASP5
AA0688A-2.OB-NWELL
AA0688A-3.0B-ACT
AA0688A-4.0B-FDN
AA0688A-5.OB-DN
AA0688A-6.0B-BASE
AAO688A-7.OB-EW0
AA0688A-8.08-GPOLY
AA0688A-9.0B-NPLUS
AA0688A-10.0B-PPLUS
AA0688A-11.0B-CNT
AA0688A-12.0B-MET1
AA0688A-13.0B-VIA
AA0688A-14.0B-MET2
<PAGE> 143
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AA0688A-15.0B-PAD
AA0688A-22-0B-RPOLY
AA0688A-23.0B-CAP
- --------------------------------------------------------------------------------
KB22688C AA0688B-AOR-01X AA0688A-1-OC-SL ASP5
AA0688A-2.0C-NWELL
AA0688A-3.OC-ACT
AA0688A-4.OC-FDN
AA0688A-5.OC-DN
AA06884-6.OC-BASE
AA0688A-7.0C-EWO
AA0688A-8.OC-GPOLY
AA068BA-9.OC-NPLUS
AA0688A-10.OC-PPLUS
AA0688A-11.OF-CNT
AA0688A-12.OE-MET1
AA0688A-13.OD-VIA
AA0688A-14.OD-MET2
AA0688A-15.OC-PAD
AA0688A-22.OD-RPOLY
AA0688A-23.OC-CAP
- --------------------------------------------------------------------------------
KB8527BQ AG8527B-ERJ-01X AG8527B-1.OS ASP5
AG8527B-2.OS
AG8527B-2.1S
AG8527B-3.OS
AG8527B-4.OS
AG8527B-5.OS
AG8527B-6.OS
AG8527B-7.OS
AG8527B-8.OS
AG8527B-9.OS
AG8527B-10.OS
AG8527B-11.OV
AG8527B-12.OZ
AG8527B-13.OU
AGS527B-14.OU
AG8527B-15.OT
AG8527B-22.OT
AG8527B-23.OS
- --------------------------------------------------------------------------------
KB8528 AG8528X-ERJ-01X AG8528X-1.OB
KB8528Q AG8528X-ERJ-01X AG8528X-2.OB
AG8528X-2.1B
AG8528X-3.OB
AG8528X-4.0B
AG8528X-5.0B
AG852SX-6.0B
AG8528X-7.OB
AG8528X-8.OC
AG8528X-9.OB
AG8528X-10.0B
AG8528X-11.0C
AG8528X-12.OH
AG8528X-13.OD
<PAGE> 144
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AG8528X-14.00
AG8528X-15.OA
AG8528X-22.OB
AGS528X-23.0B
- --------------------------------------------------------------------------------
KB2147 AD2147X-AQD-01X AD2147X-1.OA ACE12
AD2147X-20.OA
AD2147X-2.OA
AD2147X-3.OA
AD2147X-4.OA
AD2147X-8.OA
AD2147X-5.OA
AD2147X-6.OA
AD2147X-7.OA
AD2147X-8.OA
AD2147X-9.OA
AD2147X-17.OA
AD2147X-10.OA
AD2147X-11.OB
AD2147X-12.OA
AD2147X-13.OB
AD2147X-14.OA
- --------------------------------------------------------------------------------
KB2511B AD2511A-AOR-01X AD2511A-1.OA
KB2511B- AD2511A-AOR-01X AD2511A-20.OA
AD2511A-2.OA
AD2511A-3.OA
AD2511A-4.OA
AD2511A-8.OA
AD2511A-5.OA
AD2511A-6.OA
AD2511A-7.OA
AD2511A-8.OA
AD2511A-9.OA
AD2511A-17.OA
AD2511A-10.OA
AD2511A-11.OA
AD2511A-12.OA
AD2511A-13.OA
AD2511A-14.OA
- --------------------------------------------------------------------------------
KB2512 AD2512X-AOR-01X AD2512X-1.OA
AD2512X-20.OA
AD2512X-2.OA
AD2512X-3.OA
AD2512X-4.OA
AD2512X-8.OA
AD2512X-5.OA
AD2512X-6.OA
AD2512X-7.OA
AD2512X-8.OA
AD2512X-9.OA
AD2512X-17.OA
AD2512X-10.OA
AD2512X-11.OA
<PAGE> 145
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AD2512X-12.OA
AD2512X-13.OA
AD2512X-14.OA
- --------------------------------------------------------------------------------
KA9220C AD9220E-EWD-01X AD9220E-0.1 ASP4S
AD9220E-1.0
AD9220E-2.08
AD9220E-3.0
AD9220E-4.0
AD9220E-4.1
AD922OE-5.0
AD9220E-6.OB
AD9220E-7.0
AD9220E-8.0
AD9220E-9.0B
AD9220E-10.0B
AD9220E-10.1A
AD9220E-10.2A
AD9220E-11.0
- --------------------------------------------------------------------------------
KB9223 AD9223X-EWD-01X AD9223X-0.1B ASP4S
AD9223X-1.0B
AD9223X-2.OB
AD9223X-3.0B
AD9223X-4.OB
AD9223X-4.1B
AD9223X-5.0B
AD9223X-6.0B
AD9223X-7.0B
AD9223X-8.OB
AD9223X-9.OC
AD9223X-10.OC
AD9223X-10.1AC
AD9223X-10.2C
AD9223X-11.0
- --------------------------------------------------------------------------------
KB9224 AD9224X-EWD-01X AD9224X-O.lA ASP4S
AD9224X-1.OA
AD9224X-2.OA
AD9224X-3.OA
AD9224X-4.OA
AD9224X-4.1A
AD9224X-5.OA
AD9224X-6.OA
AD9224X-7.OA
AD9224X-8.OA
AD9224X-9.OB
AD9224X-10.0B
AD9224X-10.1B
AD9224X-10.2B
AD9224X-11.OA
- --------------------------------------------------------------------------------
KS5514B-0 AD5514B-AMP-02X AD5514B-0.1 ASP4S
AD5514B-2.0
AD5514B-4.0
AD5514B-1.0
<PAGE> 146
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AD5514B-3.0
AD5514B-5.0
AD5514B-6.0
AD5514B-7.0
AD5514B-8.0
AD5514B-9.0
AD5514B-10.1
AD5514B-10.0
AD5514B-11.0
AD5514B-10.2
- --------------------------------------------------------------------------------
KS5514B-C AD5514B-AMP-09X AD5514B-09-9.0 ASP4S KS5514B CNT
KS5514B-1 AD5514B-AMP-10X AD5514B-10-9.0 ASP4S KS5514B CNT
KS5514B-1 AD5514B-AMP-12X AD5514B-12-9.0 ASP4S KS5514B CNT
KS5514B-1 AD5514B-AMP-16X AD5514B-16-9.0 ASP4S KS5514B CNT
- --------------------------------------------------------------------------------
KA8309B AD8309A-ERE-01X AD8309B-lSS AHP4
ADS309B-12SS
AD8309B-2SS
ADS309B-3SS
AD8309B-31SS
AD8309B-4SS
AD8309B-5SS
AD8309B-51SS
AD8309B-6SS
AD8309B-7SS
AD8309B-8SS
AD8309B-9SS
AD8309B-10SS
AD8309B-11SS
- --------------------------------------------------------------------------------
KA9220B AD9220A-EWD-01X AD9220A-1AA AHP4
AD922OA-12AA
AD9220A-2AA
AD9220A-3AA
AD922OA-31AA
AD9220A-4AA
AD9220A-5AA
AD9220A-51AA
AD9220A-6AA
AD9220A-7AA
AD922OA-8AA
AD922OA-9AA
AD922OA-10AA
AD922OA-11AA
- --------------------------------------------------------------------------------
KA2206C AA2206D-AFA-01X AA2206D-ll BCH4
KA2206CN AA2206D-AHD-01X AA2206D-21
AA2206D-31
AA2206D-331
AA2206D-62
AA2206D-71
AA2206D-81
AA2206D-221
AA2206D-103
AA22O6D-112
<PAGE> 147
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AA2206D-142
- --------------------------------------------------------------------------------
KA2209B AA2209A-ACD-01X AA2209A-11 BCH4
AA2209A-21
AA2209A-30
AA2209A-330
AA2209A-60
AA2209A-210
AA2209A-70
AA2209A-80
AA2209A-220
AA2209A-101
AA2209A-110
AA2209A-140
- --------------------------------------------------------------------------------
KA22241B AA02416-CDA-01X AA0241B-10 BCH4
AA0241B-20
AA0241B-30
AA0241B-330
AA0241B-60
AA0241B-80
AA0241B-220
AA0241B-100
AA0241B-110
AA0241B-140
- --------------------------------------------------------------------------------
KA3361 C AG3361C-AHC-01X AG3361C-11 BCH4
KA3361 CD AG3361C-BHB-01X AG3361C-21
KA3361 CD AG3361C-BHB-01X AG3361C-62
KA3361 CD AG3361C-BHB-01X AG3361C-71
KA3361 CDT AG3361C-BHB-01X AG3361C-82
AG3361C-102
AG3361C-113
AG3361C-141
AG3361C-211
AG3361C-221
AG3361C-332
- --------------------------------------------------------------------------------
KA8507B AG8507A-AKC-01X AG8507A-11 BCH4
KA8507BD AG8507A-BKA-01X AG8507A-22
AG8507A-61
AG8507A-71
AG8507A-81
AG8507A-101
AG8507A-111
AG8507A-121
AG8507A-131
AG8507A-140
AG8507A-211
AG8507A-221
AG8507A-331
- --------------------------------------------------------------------------------
KA2213C AA2213C-AGC-01X AA2213C-10 BCH4
KA22130C AA2213C-AHC-01X AA2213C-20
AA2213C-30
AA2213C-330
AA2213C-60
<PAGE> 148
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AA2213C-70
AA2213C-80
AA2213C-220
AA2213C-100
AA2213C-110
AA2213C-140
- --------------------------------------------------------------------------------
KA22067 AA0067X-AFA-01X AA0067X-10 BCL4
AA0067X-20
AA0067X-30
AAO067X-40
AA0067X-50
AA0067X-60
AA0067X-70
AA0067X-80
AA0067X-90
AA0067X-100
AA0067X-110
AA0067X-120
AA0067X-130
AA0067X-140
AA0067X-220
AA0067X-230
AA0067X-240
AA0067X-250
AA0067X-310
AA0067X-320
AA0067X-330
- --------------------------------------------------------------------------------
KA2418C AG2418H-ACC-01X AG2418H-13 BCH4B
AG2418H-323
AG2418H-23
AG2418H-33
AG2418H-334
AG2418H-64
AG2418H-74
AG2418H-83
AG2418H-223
AG2418H-104
AG2418H-114
AG2418H-141
- --------------------------------------------------------------------------------
KA22900 AA090OA-AMF-01X AA2290OX-10R BSP3
KA22900D AA090OA-BMA-01X AA2290OX-20R
AA2290OX-30R
AA22900X-40R
AA2290OX-50R
AA2290OX-60R
AA2290OX-70R
AA2290OX-80R
AA2290OX-90R
AA2290OX-10OR
AA22900X-11OR
AA2290OX-120R
AA2290OX-13OR
<PAGE> 149
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AA2290OX-14OR
AA2290OX-22OR
- --------------------------------------------------------------------------------
KA22901 AA0901A-AMF-01X AA2293A-10R BSP3
AA2293A-20R
AA2293A-30R
AA2293A-41R
AA2293A-52R
AA2293A-60R
AA2293A-70R
AA2293A-80R
AA2293A-91R
AA2293A-22OR
AA2293A-103R
AA2293A-113R
AA2293A-l2OR
AA2293A-130R
AA2293A-14OR
- --------------------------------------------------------------------------------
KA2297 AA2297A-AHC-OlX AA2297X-12R BSP3
AA2297X-22R
AA2297X-32R
AA2297X-43R
AA2297X-53P
AA2297X-62R
AA2297X-72R
AA2297X-82R
AA2297X-92R
AA2297X-221R
AA2297X-104R
AA2297X-113R
AA2297X-122R
AA2297X-132R
AA2297X-141R
- --------------------------------------------------------------------------------
KA2298B AA2298A-AMF-01X AA2298X-10 BSP3
AA2298X-20
AA2298X-30
AA2298X-40
AA2298X-52
AA2298X-62
AA2298X-72
AA2298X-81
AA2298X-90
AA2298X-220
AA2298X-102
AA2298X-113
AA2298X-122
AA2298X-132
AA2298X-141
- --------------------------------------------------------------------------------
KA2990CDT AD299OB-BHB-01X AD299OB-11 BSP3
AD299OB-21
AD2990B-31
AD2990B-41
AD2990B-51
<PAGE> 150
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AD2990B-61
AD2990B-71
AD2990B-81
AD299OB-91
AD2990B-221
A0299OB-101
AD2990B-112
AD2990B-121
AD299OB-131
AD2990B-141
- --------------------------------------------------------------------------------
KA7305 AD7305A-ERA-01X AD7305X-10 BSP3
AD7305X-20
AD7305X-30
AD7305X-40
AD7305X-51
AD7305X-61
AD7305X-71
AD7305X-80
AD7305X-90
AD7305X-220
AD7305X-101
AD7305X-111
AD7305X-120
AD7305X-130
AD7305X-140
- --------------------------------------------------------------------------------
KA8512D AG8512X-BGE-01X AG8512X-10 BSP3
KA8512DTF AG8512X-BGE-01X AG8512X-20
AG8512X-30
AG8512X-40
AG8512X-50
AG8512X-60
AG8512X-70
AG8512X-80
AG8512X-90
AG8512X-220
AG8512X-100
AG8512X-110
AG8512X-120
AG8512X-130
AG8512X-140
- --------------------------------------------------------------------------------
KA8512D AG8512A-AGF-0 AG8512X-10R BSP3
AG8512X-20R
AG8512X-30R
AG8512X-40R
AG8512X-50R
AG8512X-60R
AG8512X-70R
AG8512X-8OR
AG8512X-90R
AG8512X-10OR
AG8512X-11OR
AG8512X-120R
<PAGE> 151
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AG8512X-131R
AG8512X-140R
AG8512X-220R
- --------------------------------------------------------------------------------
KA2198BD AD2198A-BMC-01X AD2198X-10 BCP3
KA2198BDT AD2198A-BMC-01X AD2198X-311
AD2198X-321
AD2198X-20
AD2198X-30
AD2198X-330
AD2198X-40
AD2198X-50
AD2198X-60
AD2198X-70
AD2198X-80
AD2198X-90
AD2198X-220
AD2198X-100
AD2198X-113
AD2198X-123
AD2198X-133
AD2198X-140
- --------------------------------------------------------------------------------
KA7007DTF AD7007A-BHB-O1X AD7007X-10 BCP3
AD7007X-310
AD7007X-320
AD7007X-20
AD7007X-30
AD7007X-330
AD7007X-40
AD7007X-51
AD7007X-6O
AD7007X-71
AD7007X-80
AD7007X-91
AD7007X-221
AD7007X-101
AD7007X-111
AD7007X-121
AD7007X-131
AD7007X-140
- --------------------------------------------------------------------------------
KA73O7DTF AD7307X-BKF-01X AD7307X-12 BCP3
AD7307X-312
AD7307X-322
AD73O7X-22
AD7307X-32
AD7307X-332
AD7307X-42
AD7307X-52
AD7307X-62
AD7307X-72
AD7307X-82
AD7307X-92
AD73O7X-222
<PAGE> 152
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AD7307X-102
AD7307X-112
AD7307X-122
AD7307X-132
AD7307X-141
- --------------------------------------------------------------------------------
KA7309 AD7309X-ERA-01X AD7309X-13 BCP3
KS7309-N AD7309X-ERA-01X AD7309X-313
AD7309X-323
AD7309X-23
AD7309X-33
AD7309X-333
AD7309X-43
AD7309X-53
AD7309X-63
AD7309X-73
AD7309X-83
AD7309X-93
AD7309X-223
AD7309X-103
AD7309X-113
AD7309X-123
AD7309X-133
AD7309X-140
- --------------------------------------------------------------------------------
KA2140 AD2140X-ANJ-01X AD2140X-12 BLT3
AD2140X-152
AD2140X-22
AD2140X-32
AD2140X-42
AD2140X-52
AD2140X-62
AD2140X-172
AD2140X-72
AD2140X-82
AD2140X-182
AD2140X-92
A02140X-100A
AD2140X-110
AD2140X-130
AD2140X-142
- --------------------------------------------------------------------------------
KA2140B AD2140A-ANJ-01X AD2140A-100A BLT3 AD2140X M1 OPT
AD2140A-110 AD2140X VIA OPT
AD2140A-130 AD2140X M2 OPT
- --------------------------------------------------------------------------------
KA2141B AD2141X-AKC-01X AD2141X-10 BLT3
AD2141X-150
AD2141X-20
AD2141X-30
AD2141X-40
AD2141X-50
AD2141X-60
AD2141X-170
AD2141X-70
AD2141X-80
<PAGE> 153
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AD2141X-180
AD2141 X-90
AD2141X-101
AD2141X-111
AD2141X-131
AD2141X-140
- --------------------------------------------------------------------------------
KA2143B AD2140A-AMI-03X AD2140X-03-102 BLT3 AD2140X Ml OPT
AD2140X-03-113 AD2140X VIA OPT
AD2140X-03-135 AD2140X M2 OPT
- --------------------------------------------------------------------------------
KA2163B AD2163C-ABB-01X AD2163X-14 BLT3
AD2163X-154
AD2163X-24
AD2163X-34
AD2163X-44
AD2163X-54
AD2163X-164
AD2163X-64
AD2163X-174
AD2163X-74
AD2163X-84
AD2163X-184
AD2163X-96
AD2163X-105
AD2163X-115
AD2163X-136
AD2163X-144
- --------------------------------------------------------------------------------
KA2500 AD2500X-ANJ-01X AD2500X-11 BLT3
AD2500X-151
AD2500X-21
AD2500X-31
AD2500X-41
AD2500X-51
AD2500X-161
AD2500X-61
A02500X-171
AD2500X-71
AD2500X-81
AD2500X-181
AD2500X-91
AD2500X-101
A02500X-111
AD2500X-132
AD2500X-141
- --------------------------------------------------------------------------------
KA2504 AD2504X-AMI-01X AD2504X-12 BLT3
AD2504X-152
AD2504X-22
AD2504X-32
AD2504X-42
AD2504X-52
AD2504X-162
AD2504X-62
AD2504X-172
<PAGE> 154
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AD2504X-72
AD2504X-82
AD2504X-182
AD2504X-92
AD2504X-102
AD2504X-112
AD2504X-132
AD2504X-142
- --------------------------------------------------------------------------------
KA2506 AD2506X-ANJ-01X AD2506X-10 BLT3
AD2506X-150
AD2506X-20
AD2506X-30
AD2506X-40
AD2506X-50
AD2506X-160
AD2506X-60
AD2506X-170
AD2506X-70
AD2506X-80
AD2506X-180
AD2506X-90
AD2506X-100
AD2506X-110
AD2506X-130
AD2506X-140
- --------------------------------------------------------------------------------
KA2507 AD2507X-AMF-01X AD2507X-10 BLT3
AD2507X-150
AD2507X-20
AD2507X-30
AD2507X-40
AD2507X-50
AD2507X-60
AD2507X-170
AD2507X-70
AD2507X-80
AD2507X-180
AD2507X-90
AD2507X-100
AD2507X-110
AD2507X-130
AD2507X-140
- --------------------------------------------------------------------------------
KA2984D- AD2982D-BKA-01X AD29820-10 BLP3
KA2984D- AD2982D-BKA-01X AD29820-20 BLP3
KA2984D- AD2982D-BKA-01X AD29820-30 BLP3
AD29820-40
AD29820-52
AD29820-62
AD29820-210
AD29820-72
AD29820-80
AD29820-90
AD29820-222
<PAGE> 155
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AD29820-102
AD29820-114
AD29820-122
AD29820-132
AD29820-140
- --------------------------------------------------------------------------------
KA2985BD AD2985B-BKF-01X AD2985A-10 BLP3
AD298SA-20
AD2985A-30
AD2985A-40
AD2985A-50
AD2985A-60
AD2985A-210
AD2985A-70
AD2985A-80
AD2985A-90
AD2985A-220
AD2985A-100
AD2985A-111
AD2985A-120
AD2985A-130
AD2985A-140
- --------------------------------------------------------------------------------
KA2986D AD2986X-BHB-01X AD2986X-10 BLP3
AD2986X-20
AD2986X-30
AD2986X-40
AD2986X-50
AD2986X-60
AD2986X-70
AD2986X-80
AD2986X-90
AD2986X-220
AD2986X-100
AD2986X-110
AD2986X-120
AD2986X-130
AD2986X-140
- --------------------------------------------------------------------------------
KA8510CQ AG851OC-ETF-01X AG8510C-12R BLP3
AG8510C-22R
AG8510C-32R
AG8510C-42R
AG8510C-54R
AG8510C-63R
AG8510C-73R
AG8510C-82R
AG8510C-93R
AG8510C-103R
AG8510C-113R
AG8510C-123R
AG8510C-134R
AG8510C-213R
AG8510C-222R
- --------------------------------------------------------------------------------
KA8513BD AG8513X-BKD-02X AG8513X-11 BLP3
<PAGE> 156
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
KA8513BDT AG8513X-BKD-02X AG8513X-21
AG8513X-31
AG8513X-41
AG8513X-51
AG8513X-61
AG8513X-71
AG8513X-81
AG8513X-91
AG8513X-221
AG8513X-102
AG8513X-113A
AG8513X-122
AG8513X-132
AG8513X-141
- --------------------------------------------------------------------------------
KA8514DTF AG8514X-BKD-01X AG8514X-11 BLP3
AG8514X-21
AG8514X-31
AG8514X-41
AG8514X-51
AG8514X-61
AG8514X-71
AG8514X-81
AG8514X-91
AG8514X-221
AG8514X-101
AG8514X-111
AG8514X-121
AG8514X-131
AG8514X-141
- --------------------------------------------------------------------------------
KA8514BDT AG8514A-BKD-01X AG8514X-11
AG8514X-21
AG8514X-31
AG8514X-41
AG8514X-51
AG8514X-61
AG8514X-71
AG8514X-81
AG8514X-91
AG8514X-221
AG8514X-101
AG8514X-112
AG8514X-121
AG8514X-131
AG8514X-141
- --------------------------------------------------------------------------------
KA8515D AG8515X-BMD-01 AG8515X-10 BLP3
KA8515DTF AG8515X-BMD-01 AG8515X-20
AG8515X-30
AG8515X-40
AG8515X-50
AG8515X-60
AG8515X-70
AG8515X-80
<PAGE> 157
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AG8515X-90
AG8515X-100
AG8515X-110
AG8515X-120
AG8515X-130
AG8515X-140
AG8515X-220
- --------------------------------------------------------------------------------
KA2192B AD2192A-AOR-01X AD2192A-10 BHP3
AD2192A-20
AD2192A-30
AD2192A-40
AD2192A-50
AD2192A-60
AD2192A-70
AD2192A-80
AD2192A-90
AD2192A-220
AD2192A-100
AD2192A-110
AD2192A-120
AD2192A-130
AD2192A-140
- --------------------------------------------------------------------------------
KA2192B AD2192A-AVB-01 AD2192A-10 BHP3
AD2192A-20
AD2192A-30
AD2192A-40
AD2192A-50
AD2192A-60
AD2192A-70
AD2192A-80
AD2192A-90
AD2192A-220
AD2192A-100
AD2192A-110
AD2192A-120
AD2192A-130
AD2192A-140
- --------------------------------------------------------------------------------
KA22296 AA0296X-AVB-01X AA0296X-10 BHP3
AA0296X-20
AA0296X-30
AA0296X-40
AA0296X-50
AA0296X-60
AA0296X-70
AA0296X-80
AA0296X-90
AA0296X-100
AA0296X-111
AA0296X-120
AA0296X-130
AA0296X-140
AA0296X-220
- --------------------------------------------------------------------------------
KA22497 AA0497X-CDA-01X AA0497X-10 BHP3
<PAGE> 158
- --------------------------------------------------------------------------------
MATERIAL PROD_CODE MASKS ROCESS OPTION
- --------------------------------------------------------------------------------
AA0497X-20
AA0497X-30
AA0497X-40
AA0497X-50
AA0497X-60
AA0497X-70
AA0497X-80
AA0497X-90
AA0497X-220
AA0497X-100
AA0497X-111
AA0497X-121
AA0497X-131
AA0497X-140
- --------------------------------------------------------------------------------
KA8119B AD8119A-AVB-01X AD8119A-11 BHP3
AD8119A-21
AD8119A-31
AD8119A-41
AD8119A-51
AD8119A-61
AD8119A-71
AD8119A-81
AD8119A-91
AD8119A-221
AD8119A-101
AD8119A-111
AD8119X-121
AD8119X-131
AD8119X-141
- --------------------------------------------------------------------------------
KA8119 AD8119A-AVB-02X AD8119A-112 BHP3 KA8119B MET1 OPT
- --------------------------------------------------------------------------------
KA22292Q AA0292A-ERJ-01X AA02920-11 BHL3
AA02920-21
AA02920-31
AA02920-41
AA02920-51
AA02920-62
AA02920-210
AA02920-71
AA02920-81
AA02920-91
AA02920-221
AA02920-102
AA02920-113
AA02920-122
AA02920-132
AA02920-140
- --------------------------------------------------------------------------------
KA22686 AA0686A-AOR-01X AA0686X-10 BHL3
AA0686X-20
AA0686X-30
AA0686X-40
AA0686X-50
AA0686X-63
<PAGE> 159
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AA0686X-210
AA0686X-70
AA0686X-80
AA0686X-90
AA0686X-220
AA0686X-100
AA0686X-112
AA0686X-122
AA0686-132
AA0686X-140
- ---------------------------------------------------------------------------------------------------------------
KA2184-18 AD2184X-CDE-01X AD2184-10 BSP2
KA2184D- AD2184X-BCC-01X AD2184-20
AD2184-32
AD2184-150
AD2184-42
AD2184-100
AD2184-160
AD2184-51
AD2184-61
AD2184-70
- ---------------------------------------------------------------------------------------------------------------
KA22134 AA0134A-AHC-01X AA0134A-10 BSP2
AA0134A-20
AA0134A-80
AA0134A-32
AA0134A-41
AA0134A-100
AA0134A-160
AA0134A-52
AA0134A-61
AA0134A-131
AA0134A-140
AA0134A-70
- ---------------------------------------------------------------------------------------------------------------
KA22261 AA0261A-AHA-01X AA0261X-10P BSP2
AA0261X-150P
AA0261X-20P
AA0261X-30P
AA0261X-40P
AA0261X-50P
AA0261X-60P
AA0261X-70P
- ---------------------------------------------------------------------------------------------------------------
KA22291 AA0291X-AMF-01X AA0291X-10 BSP2
AA0291X-20
AA0291X-31
AA0291X-150
AA0291X-41
AA0291X-100
AA0291X-160
AA0291X-51
AA0291X-61
AA0291X-131
AA0291X-140
AA0291X-70
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 160
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
KA22429 AA0429A-BHB-01X AA04290-10 BSP2
AA04290-20
AA04290-31
AA04290-41
AA04290-51
AA04290-61
AA04290-70
AA04290-80
AA04290-130
AA04290-140
- ---------------------------------------------------------------------------------------------------------------
KA8404 AD8404X-CDC-01X AD8404X-10 BSP2
KA8404TU AD8404X-CDC-01X AD8404X-20
AD8404X-80
AD8404X-30
AD8404X-150
AD8404X-40
AD8404X-100
AD8404X-160
AD8404X-50
AD8404X-63
AD8404X-70
- ---------------------------------------------------------------------------------------------------------------
KA8405 AD8404X-CDA-02X AD8404X-60 BSP2 AD8404X Ml OPT
KA8405TU AD8404X-CDA-02X AD8405X-60 BSP2 AD8404X Ml OPT
- ---------------------------------------------------------------------------------------------------------------
KA8408DTF AA8408X-BNE-01X AA8408X-11 BSP2
AA8408X-21
AA8408X-81
AA8408X-32
AA8408X-151
AA8408X-43
AA8408X-101
AA8408X-161
AA8408X-52
AA8408X-62
AA8408X-131
AA8408X-141
AA8408X-71
- ---------------------------------------------------------------------------------------------------------------
KA8532 AA0429A-AHE-01X AA04290-10 BSP2
AA04290-20
AA04290-31
AA04290-41
AA04290-51
AA04290-61
AA04290-70
AA04290-80
AA04290-130
AA04290-140
- ---------------------------------------------------------------------------------------------------------------
KA9201 AA9201X-BVA-01X AA92010-10 BSP2
AA92010-20
AA92010-31
AA92010-150
AA92010-41
AA92010-100
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 161
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AA92010-160
AA92010-51
AA92010-61
AA92010-130
AA92010-140
AA92010-70
- ---------------------------------------------------------------------------------------------------------------
KA22425D AA0426X-BNE-02X AA0426X-12 BCP2
AA0426X-112
AA0426X-22
AA0426X-174
AA0426X-35
AA0426X-154
AA0426X-92
AA0426X-43
AA0426X-102
AA0426X-163
AA0426X-54
AA0425X-61
AA0426X-134
AA0426X-143
AA0426X-72
- ---------------------------------------------------------------------------------------------------------------
KA22426D AA0426X-BNE-01X AA0426X-64 BCP2
- ---------------------------------------------------------------------------------------------------------------
KA2138 AD2138X-AKA-01X AD2138X-12P BHP2
AD2138X-162P
AD2138X-22P
A02138X-32P
AD2138X-42P
AD2138X-52P AA0426X M1 OPT
AD2138X-62M1P
AD2138X-72P
A02138X-82P
- ---------------------------------------------------------------------------------------------------------------
KA2221 AA2221A-CDB-01X AA2221A-10P BHP2
AA2221A-20P
AA2221A-30P
AA2221A-150P
AA2221A-40P
AA2221A-50P
AA2221A-60AP
AA2221A-70P
- ---------------------------------------------------------------------------------------------------------------
KA1222 AA2221A-CDB-02X AA2222A-31A BHP2 AA2221A BS OPT
AA2222A-61 AA2221A M1 OPT
- ---------------------------------------------------------------------------------------------------------------
KA2271B AA2271B-AHC-01X AA2271A-10 BHP2
AA2271A-20
AA2271A-31
AA2271A-40
AA2271A-51
AA2271A-61
AA2271A-70
AA2271A-130
AA2271A-140
AA2271A-100
AA2271A-150
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 162
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AA2271A-161
- ---------------------------------------------------------------------------------------------------------------
KA22712B AA2271B-AHC-03X AA2271A-61B BHP2 AA2271A M1 OPT
- ---------------------------------------------------------------------------------------------------------------
KA2402 AA2402C-ACA-01X AA2402C-10 BHP2
AA2402C-20
AA2402C-80
AA2402C-32
AA2402C-41
AA2402C-102
AA2402C-52
AA2402C-63
AA2402C-70
AA2402C-11
AA2402C-103
AA2402C-163
AA2402C-21
AA2402C-33
AA2402C-42
AA2402C-53
AA2402C-64
AA2402C-71
AA2402C-81
- ---------------------------------------------------------------------------------------------------------------
KA8603 AG8603X-AHA-01X AG8603X-10 BHP2
KA8603D AG8603X-BHB-01X AG8603X-20
AG8603X-31
AG8603X-41
AG8603X-51
AG8603X-61
AG8603X-70
AG8603X-80
AG8603X-100
AG8603X-130
AG8603X-140
AG8603X-150
AG8603X-160
- ---------------------------------------------------------------------------------------------------------------
KA9270 AA9270X-AKA-01X AA9270X-10P BHP2
KA9270D AA9270X-BKA-01X AA9270X-20P
KA9270DTF AA9270X-BKA-01X AA9270X-31P
AA9270X-41P
AA9270X-51P
AA9270X-62P
AA9270X-70P
AA9270X-100P
AA9270X-161P
- ---------------------------------------------------------------------------------------------------------------
KA22241B AA0241A-CDA-0 AA0241A-10 BSP1BS
AA0241A-20
AA0241A-30
AA0241A-40
AA0241A-50
AA0241A-60
AA0241A-70
AA0241A-80
AA0241A-101
AA0241A-110
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 163
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
KA386B AA0386A-ACC-01X KA386-12 BSP1BS
KA386BD AA0386A-BCC-01X KA386-22
KA386-33
KA386-42
KA386-102
KA386-53
KA386-63
KA386-71
- ---------------------------------------------------------------------------------------------------------------
BSP1BS
KA3361B AG3361B-AHC-01X AG3361B-12N BSP1AS
KA3361BD AG3361B-BHB-01X AG3361B-22N
AG3361B-32N
AG33618-42N
AG3361B-52N
AG3361B-62N
AG3361B-72N
AG3361B-102N
AG3361B-112N
AG3361B-153N
- ---------------------------------------------------------------------------------------------------------------
BSP1BS
KA2201 AA2201X-ACB-01X AA2201X-17 BSP1B
KA2201N AA2201X-ACB-01X AA2201X-87
AA2201X-27
AA2201X-37
AA2201X-47
AA2201X-57
AA2201X-67
AA2201X-77
- ---------------------------------------------------------------------------------------------------------------
KA2206B AA2206C-AFA-01X AA2206C-10 BSP1B
KA2206BN AA2206C-AHC-01X AA2206C-20
AA2206C-30
AA2206C-40
AA2206C-50
AA2206C-60
AA2206C-70
AA2206C-80
AA2206C-90
AA2206C-100
- ---------------------------------------------------------------------------------------------------------------
KA2209 AA2209X-ACD-01X AA2209X-10 BSP1B
AA2209X-80
AA2209X-20
AA2209X-150
AA2209X-30
AA2209X-40
AA2209X-100
AA2209X-50
AA2209X-60
AA2209X-70
- ---------------------------------------------------------------------------------------------------------------
KA22065 AA0065A-AFA-01X AA0065X-10 BSP1B
AA0065X-110
AA0065X-20
AA0065X-30
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 164
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AA0065X-40
AA0065X-50
AA0065X-60
AA0065X-70
AA0065X-80
AA0065X-90
AA0065X-100
- ---------------------------------------------------------------------------------------------------------------
KA22211 AA0211X-CDB-01X Should be made BSP1B
KA2224B AA2224A-AGC-01X AA2224A-10 BSP1B
AA2224A-20
AA2224A-30
AA2224A-40
AA2224A-50
AA2224A-61
AA2224A-70
AA2224A-91
- ---------------------------------------------------------------------------------------------------------------
KA2284B AA2284A-CDA-01X AA2284A-10P BSP1B
AA2284A-20P
AA2284A-30P
AA2284A-40P
AA2284A-50P
AA2284A-60P
AA2284A-70P
AA2284A-100P
- ---------------------------------------------------------------------------------------------------------------
KA2285B AA2284A-CDA-02X AA2285A-60P BSP1B AA2284A M1 OPT
KA2287B AA2284A-CDA-04X AA2287A-60P AA2284A M1 OPT
KA2288 AA2288X-AHC-01X KA2288-10
KA2288-20
KA2288-30B
KA2288-40
KA2288-50B
KA2288-60
KA2288-70
- ---------------------------------------------------------------------------------------------------------------
KA2404B AA2404A-TEB-01X AA2404A-10 BSP1B
AA2404A-20
AA2404A-30
AA2404A-40
AA2404A-50
AA2404A-60
AA2404A-70
AA2404A-80
AA2404A-100
- ---------------------------------------------------------------------------------------------------------------
KA2102A AD2102C-AGE-01X AD2102B-10 BSP1A
AD2102B-110
AD2102B-21
AD2102B-30
AD2102B-41
AD2102B-51
AD2102B-60M
AD2102B-71
AD2102B-82
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 165
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
KA2107 AD2107A-CFC-01X KA2107-10 BSP1A
KA2107-110
KA2107-100
KA2107-20
KA2107-31
KA2107-41
KA2107-51
KA2107-61
KA2107-71
KA2107-91
- ------------------------------------------------------------------------------------------------------------
KA2186 AD2186X-ACA-01X AD2186X-10 BSP1A
AD2186X-20
AD2186X-30
AD2186X-40
AD2186X-50
AD2186X-60
AD2186X-70
AD2186X-90
- ------------------------------------------------------------------------------------------------------------
KA2213 AA2213B-AGE-01X AA2213A-10 BSP1A
KA2213O AA2213B-AHC-01X AA2213A-80
AA2213A-20
AA2213A-90
AA2213A-31
AA2213A-40
AA2213A-100
AA2213A-50
AA2213A-60
AA2213A-70
- ------------------------------------------------------------------------------------------------------------
KA22136D AA0136A-BNE-01X AA0136A-10P BSP1A
AA0136A-20P
AA0136A-30P
AA0136A-40P
AA0136A-50P
AA0136A-60P
AA0136A-70P
AA0136A-80P
AA0136A-90P
AA0136A-1OOP
- ------------------------------------------------------------------------------------------------------------
KA2220-J AA2220X-CDA-01X Should be made BSP1A
KA2220-M AA2220X-CDA-01X Should be made
KA2220-M AA2220X-CDA-01X Should be made
- ----------------------------------- ---------------------------------
KA2223 AA2223X-AHA-01X Should be made BSP1A
- ----------------------------------- ---------------------------------
KA22427C AA0427B-AHC-01X AA0427A-10P BSP1A
AA0427A-20P
AA0427A-32P
AA0427A-40P
AA0427A-52P
AA0427A-63P
AA0427A-70P
AA0427A-80P
- ------------------------------------------------------------------------------------------------------------
KA2245 AA2245X-CDC-01X Should be made BSP1A
KA2268 AA2268X-ANJ-01X AA2268X-12 BSP1A
</TABLE>
<PAGE> 166
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AA2268X-20
AA2268X-31
AA2268X-41
AA2268X-51
AA2268X-63
AA226SX-70
- ------------------------------------------------------------------------------------------------------------
KA2272D AA2272A-BHA-01X KA2272-11 BSPlA
KA2272D- AA2272A-BHA-01X KA2272-21
KA2272-93
KA2272-33
KA2272-42
KA2272-101
KA2272-53
KA2272-63
KA2272-71
- ------------------------------------------------------------------------------------------------------------
KA2425A-3 AG2425A-AIE-01XX AG2425A-10 BSP1B
AG2425A-20
AG2425A-30
AG2425A-40
AG2425A-50
AG2425A-60A
AG2425A-70
AG2425A-80
AG2425A-150
- ------------------------------------------------------------------------------------------------------------
KA2912B AD2912A-AGE-01X AD2912A-10 BSPlA
AD2912A-110
AD2912A-20
AD2912A-30
A02912A-40
AD2912A-50
AD2912A-500
AD2912A-60
AD2912A-70
- ------------------------------------------------------------------------------------------------------------
KA2919 AD2919A-AVB-01X KA2919-11 BSPlA
KA2919-111
KA2919-21
KA2919-31
KA2919-41
KA2919-51
KA2919-61
KA2919-70
KA2919-91
- ------------------------------------------------------------------------------------------------------------
KA567 AG0567X-ACA-01X AG0567X-10 BSPlA
KA567D AGO567X-BCC-01X AGO567X-20
KA567DTF AG0567X-BCC-01X AG0567X-30
AG0567X-40
AG0567X-50
AGO567X-60
AG0567X-70
- ------------------------------------------------------------------------------------------------------------
KA8501 AG8501X-AHD-01X AGO038X-10 BSPlA
AGO038X-20
AGO038X-32
</TABLE>
<PAGE> 167
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AG0038X-40
AGO038X-51
AGO038X-60
AGO038X-70
AGO038X-151
- ------------------------------------------------------------------------------------------------------------
KA8503 AG8503X-AIE-01XX AG8533X-10 BSP1A
AG8533X-20
AG8533X-32
AG8533X-42
AG8533X-51
AG8533X-61
AG8533X-70
AG8533X-100
AG8533X-150
- ------------------------------------------------------------------------------------------------------------
KA8504 AG8504X-AHC-01X AG8504X-10 BSP1A
AG8504X-20
AG8504X-31
AG8504X-40
AG8504X-51
AG8504X-60
AG8504X-70
AG8504X-80
AG8504X-100
- ------------------------------------------------------------------------------------------------------------
KA8601C AG8601B-ARA-01X AG8601B-13 BSP1A
AG8601B-23
AG8601B-38
AG8601B-46
AG8601B-56
AG8601B-67
AG8601B-72
AG8601B-85
AG8601B-103
AG8601B-122
AG8601B-133
AG8601B-144
AG8601B-153
- ------------------------------------------------------------------------------------------------------------
KA8602B AG8602B-ACA-01X AG8602B-10 BSP1A
KA8602BD AG8602B-BCA-01X AG8602B-20
KA8602BDT AG8602B-BCC-01X AG8602B-31
AG8602B-41
AG8602B-50
AG8602B-60
AG8602B-70
AG8602B-80
AG8602B-100
AG8602B-151
- ------------------------------------------------------------------------------------------------------------
KA213OA-2 AD213OC-CEF-01X AD2130B-10 BHC1
AD2130B-110
AD213OB-20
AD2130B-30
AD2130B-40
AD213OB-50
AD2130B-60
</TABLE>
<PAGE> 168
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AD2130B-70
AD2130B-90
- ------------------------------------------------------------------------------------------------------------
KA2131S9- AD2131X-CDD-01X KA2131F-11P BHC1
KA2131F-11P
KA2131F-21P
KA2131F-31P
KA2131F-41P
KA2131F-51P
KA2131F-62P
KA2131F-71P
KA2131F-81P
- ------------------------------------------------------------------------------------------------------------
KA2915 AD2915A-ANJ-01X AD2915A-10P BHC1
AD2915A-100P
AD2915A-131P
AD2915A-140P
AD2915A-20P
AD2915A-30P
AD2915A-40P
AD2915A-50P
AD2915A-61P
AD2915A-70P
AD2915A-80P
AD2915A-90P
- ------------------------------------------------------------------------------------------------------------
KA2133 AD2133B-AHE-01X KA2133A-10P BHB1
KA2133A-11OP
KA2133A-21P
KA2133A-81P
KA2133A-90P
KA2133A-151P
KA2133A-31P
KA2133A-40P
KA2133A-51P
KA2133A-61MP
KA2133A-70P
- ------------------------------------------------------------------------------------------------------------
KA2410 AG241OB-ACA-01X AG241OA-11 BHB1
AG241OA-21
AG241OA-31
AG241OA-43
AG2410A-51
AG241OA-61
AG241OA-71
- ------------------------------------------------------------------------------------------------------------
KA2411 AG241OB-ACA-02X AG241OA-60 BHB1 AG2410B Ml OPT
KA2418B AG2418G-ACC-01 AG2418B-10 BHB1
AG2418B-23
AG2418B-36
AG2418B-46
AG2418B-55
AG2418B-68
AG2418B-71
AG2418B-82
- ------------------------------------------------------------------------------------------------------------
KA2428 AG2418D-ACC-02X AG2418B-20 BHB1 AG2418G ISO OPT
AG2418B-35 AG2418G BS OPT
</TABLE>
<PAGE> 169
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AG2426X-40 AG2418G EMT OPT
AG2418B-81 AG2418G SNK OPT
- ------------------------------------------------------------------------------------------------------------
MBLIC AG8518X-LNC-01X AG8518X-10 AHP1
AG8518X-20
AG8518X-30
AG8518X-40
AG8518X-51A
AG8518X-61
AG8518X-70
AG8518X-80
AG8518X-101
AG8518X-110
AG8518X-165
AG8518X-170
- ------------------------------------------------------------------------------------------------------------
KDA0408 ZA0408X-AQC-01X ZA0408X-0.1AA ASP5
ZA0408X-1.0AA
ZA0408X-2.0AA
ZA0408X-3.0AA
ZA0408X-4.0AA
ZA0408X-5.0AA
ZA0408X-6.0AA
ZA0408X-7.0AA
ZA0408X-8.0AA
ZA0408X-9.0AA
ZA0408X-10.0AC
ZA0408X-10.1AA
ZA0408X-10.2AA
ZA0408X-11.0AA
- ------------------------------------------------------------------------------------------------------------
KA8322 AD8322X-ETD-01X AD8322X-0.1CC ASP4S
AD8322X-1.0CC
AD8322X-2.0DD
AD8322X-3.0CC
AD8322X-4.0DD
AD8322X-4.lCC
AD8322X-5.0DD
AD8322X-6.0DD
AD8322X-7.0DD
AD8322X-8.0CC
AD8322X-9.0CC
AD8322X-10.0EE
AD8322X-10.lEE
AD8322X-10.2EE
AD8322X-11.0CC
- ------------------------------------------------------------------------------------------------------------
KA8334 AD8333C-ESB-02 AD8333A-O.lAA ASP4S
AD8333A-1.0BB
AD8333A-2.0AA
AD8333A-3.0BB
AD8333A-4.0BB
AD8333A-5.0AA
AD8333A-6.0BB
AD8333A-7.0BB
AD8333A-8.0AA
AC6333A-9.0AA
</TABLE>
<PAGE> 170
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
MATERIAL PROD CODE MASKS ROCESS OPTION
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AD8333A-10.0BB
AD8333A-10.1BB
AD8333A-10.2BB
AD8333A-11.OBB
- ------------------------------------------------------------------------------------------------------------
KB9223-L AD9223X-EWD-0 AD9223X-0.1B ASP4S
AD9223X-1.0B
AD9223X-2.0B
AD9223X-3.OB
AD9223X-4.0B
AD9223X-4.lB
AD9223X-5.0B
AD9223X-6.OB
AD9223X-7.OB
AD9223X-8.OB
AD9223X-9.OC
AD9223X-10.OC
AD9223X-10.lAC
AD9223X-10.2C
AD9223X-11.0
- ------------------------------------------------------------------------------------------------------------
KA2981 AD2981X-AHC-O1X AD2981X-10 BSP3
AD2981X-20
AD2981X-30
AD2981X-40
AD2981X-51
AD2981X-60
AD2981X-70
AD2981X-80
AD2981X-90
AD2981X-220
AD2981X-100
AD2981X-110
AD2981X-140
- ------------------------------------------------------------------------------------------------------------
KA8201 AD8201X-BON-0 AD8201X-11 BSP3
AD8201X-22
AD8201X-31
AD8201X-41
AD8201X-51
AD8201X-61
AD8201X-71
AD8201X-81
AD8201X-91
AD8201X-221
AD8201X-101
AD8201X-112
AD8201X-122
AD8201X-132
AD8201X-140
- ------------------------------------------------------------------------------------------------------------
KA22293 AA0293A-ERF-01X AA02930-10 BHL3
AA02930-20
AA02930-30
AA02930-40
AA02930-51
</TABLE>
<PAGE> 171
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MATERIAL PROD-CODE MASKS PROCESS OPTION
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AA02930-61
AA02930-210
AA02930-71
AA02930-80
AA02930-90
AA02930-220
AA02930-101
AA02930-112
AA02930-121
AA02930-131
AA02930-140
- --------------------------------------------------------------------------------
KA2195D AD2194X-BMB-02X AD21940-11 BCP3
AD21940-311
AD21940-320
A021940-20
AD21940-30
AD21940-330
AD21940-40
AD21940-50
AD21940-60
A021940-70
AD21940-80
AD21940-91
AD21940-221
A021940-101
AD21940-111
AD21940-120
AD21940-130A
AD21940-140
- --------------------------------------------------------------------------------
KA8116 AD8116X-BLA-01X AD8116X-10 BCP3
AD8116X-310
AD8116X-320
AD8116X-20
AD8116X-30
AD8116X-330
AD8116X-40
AD8116X-50
AD8116X-60
AD8116X-70
AD8116X-80
AD8116X-90
AD8116X-222
AD8116X-100
AD8116X-112
AD8116X-120
AD8116X-132
AD8116X-140
- --------------------------------------------------------------------------------
KA8122 AD8122X-ERF-01X AD8122X-12 BCP3
AD8122X-312
AD8122X-322
AD8122X-22
AD8122X-32
</TABLE>
<PAGE> 172
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MATERIAL PROD-CODE MASKS PROCESS OPTION
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AD8122X-332
AD8122X-42
AD8122X-52
AD8122X-62
AD8122X-72
ADS122X-82
AD8122X-92
AD8122X-222
AD8122X-102
AD8122X-112
AD8122X-122
AD8122X-132
AD8122X-142
- --------------------------------------------------------------------------------
KA2295Q AA2295B-ERF-01X AA22950-10 BHL3
AA22950-20
AA22950-30
AA22950-40
AA22950-52
AA22950-62
AA22950-210
AA22950-72
AA22950-80
AA22950-90
AA22950-220
AA22950-102
AA22950-112
AA22950-120
AA22950-131
AA22950-140
- --------------------------------------------------------------------------------
KA9401 AA9401X-EWD-01X AA9401X-10 BHP3
AA9401X-20
AA9401X-30
AA9401X-40
AA9401X-50
AA9401X-60
AA9401X-70
AA9401X-80
AA9401X-90
AA9401X-220
AA9401X-100
AA9401X-110
AA9401X-120
AA9401X-130
AA9401X-140
- --------------------------------------------------------------------------------
KA9271D AA9271X-BON-01X AA9271X-10 BHP3
AA9271X-20
AA9271X-30
AA9271X-40
AA9271X-50
AA9271X-60
AA9271X-70
AA9271X-80
</TABLE>
<PAGE> 173
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MATERIAL PROD-CODE MASKS PROCESS OPTION
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AA9271X-90
AA9271X-220
AA9271X-100
AA9271X-111
AA9271X-121
AA9271X-131
AA9271X-140
- --------------------------------------------------------------------------------
KA81198D AD8119A-BVA-01 AD8119A-11 BHP3
A08119A-21
AD8119A-31
AD8119A-41
AD8119A-51
AD8119A-61
AD8119A-71
AD8119A-81
AD8119A-91
AD8119A-221
A08119A-101
AD8119A-111
AD8119X-121
AD8119X-131
AD8119X-141
- --------------------------------------------------------------------------------
KA7302D AD7302X-BVB-01 AD7302X-16 BCL3
AD7302X-316
AD7302X-326
AD7302X-26
AD7302X-36
AD7302X-336
AD7302X-46
AD7302X-56
AD7302X-66
AD7302X-76
AD7302X-86
AD7302X-96
AD7302X-226
AD7302X-106
AD7302X-117
AD7302X-126
AD7302X-136
AD7302X-146
- --------------------------------------------------------------------------------
KA8516D AG8516X-BMD-01 AG8516X-10 BLP3
AG8516X-20
AG8516X-30
AG8516X-40
AG8516X-50
AG8516X-60
AG8516X-70
AG8516X-80
AG8516X-90
AG8516X-100
AG8516X-111
AG8516X-120
</TABLE>
<PAGE> 174
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MATERIAL PROD-CODE MASKS PROCESS OPTION
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AG8516X-130
AG8516X-140
AG8516X-220
- --------------------------------------------------------------------------------
KA8525 AG8525X-ETF-01X AG8525X-10 BLP3
AG8525X-20
AG8525X-30
AG8525X-40
AG8525X-51
AG8525X-61
AG8525X-71
AG8525X-80
AG8525X-90
AG8525X-101
AG8525X-112
AG8525X-120
AG8525X-130
AG8525X-140
AG8525X-210
AG8525X-220
- --------------------------------------------------------------------------------
KA22234 AA0234B-CMB-01X AA0234A-10 BHP2
AA0234A-20
AA0234A-32
AA0234A-40
AA0234A-51
AA0234A-62
AA0234A-70
- --------------------------------------------------------------------------------
KA567L AG1567X-ACA-01X KA567L-10 BSP1A
KA567L-20
KA567L-30
KA567L-40
KA567L-50
KA567L-60
KA567L-70
- --------------------------------------------------------------------------------
KA2103L AD2103X-CDB-01X KA2103N-10 BSP1A
KA2103N-20
KA2103N-30
KA2103N-40
KA2103N-50
KA2103N-60
KA2103N-70
KA2103N-90
- --------------------------------------------------------------------------------
KT8590BL AG85908-LNC-01X AG8590X-15 BHC1
AG8590X-25
AG8590X-35
AG8590X-45
AG8590X-55
AG8590X-65
AG8590X-75
AG8590X-85
AG8590X-105
AG8590X-115
AG8590X-155
</TABLE>
<PAGE> 175
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
MATERIAL PROD-CODE MASKS PROCESS OPTION
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AG8590X-165
- --------------------------------------------------------------------------------
KT85898L AG8589X-LNC-01X AG8589X-13 BHC1
AG8589X-23
AG8589X-33
AG8589X-43
AG8589X-53
AG8589X-63
AG8589X-73
AG8589X-83
AG8589X-103
AG8589X-113
AG8589X-153
AG8589X-163
- --------------------------------------------------------------------------------
KA8550L AGS550X-FOP-01X AG8550X-11 BHC1
AG8550X-21
AG8550X-31
AG85S0X-41
AG8550X-51
AG8550X-61
AG8550X-71
AG8550X-81
AG8550X-101
AG8550X-111
AG8550X-161
- --------------------------------------------------------------------------------
KT8582BL AG8582X-LNC-01X AG8582A-15 BHC1
AG8582A-25
AG8582A-35
AG8582A-45
AG8582A-55
AG8582A-65
AG8582A-75
AG8582A-85
AG8582A-105
AG8582A-115
AG8582A-165
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 176
Schedule 5.1
Fairchild's Assured Capacity
<TABLE>
<CAPTION>
unit: Kwon/Kpcs
- --------------------------------------------------------------------------------
Year Guranteed profit ASP Variable costs Guranteed profit Required
(material + labor) per wafer wafers
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
First 27,700,000 211.5 64.4 147.1 188
- --------------------------------------------------------------------------------
Second 17,300,000 211.5 64.4 147.1 118
- --------------------------------------------------------------------------------
Third 8,700,000 211.5 64.4 147.1 59
- --------------------------------------------------------------------------------
</TABLE>
Note: Required wafers shall consist of 4" wafers and 5" wafers at the ratio of 3
to 7.
<PAGE> 177
Schedule 6.1 (a)
Price List (Sorted Process)
<TABLE>
<CAPTION>
unit: Won
- --------------------------------------------------------------------------------
Device Type Total Price Variable costs Profit
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
converted into 5" 211,500 64,397 147,103
- --------------------------------------------------------------------------------
4" sum 100,174 36,317 63,857
- --------------------------------------------------------------------------------
B AA0065X 118,043 40,429 77,613
- --------------------------------------------------------------------------------
B AA0067X 97,854 36,785 61,069
- --------------------------------------------------------------------------------
B AA0136A 104,086 42,082 62,004
- --------------------------------------------------------------------------------
B AA0211X 116,826 39,159 77,667
- --------------------------------------------------------------------------------
B AA0241A 91,698 31,898 59,801
- --------------------------------------------------------------------------------
B AA0261A 108,193 37,625 70,569
- --------------------------------------------------------------------------------
B AA0386A 75,712 29,391 46,321
- --------------------------------------------------------------------------------
B AA0427C 97,267 35,609 61,658
- --------------------------------------------------------------------------------
B AA0712X 170,476 58,763 111,713
- --------------------------------------------------------------------------------
B AA2201X 92,242 31,690 60,552
- --------------------------------------------------------------------------------
B AA2213B 90,123 31,113 59,010
- --------------------------------------------------------------------------------
B AA2213C 98,982 38,215 60,767
- --------------------------------------------------------------------------------
B AA2220X 95,423 32,746 62,677
- --------------------------------------------------------------------------------
B AA2221A 104,240 35,828 68,411
- --------------------------------------------------------------------------------
B AA2223X 104,136 38,341 65,795
- --------------------------------------------------------------------------------
B AA2224A 93,619 32,681 60,939
- --------------------------------------------------------------------------------
B AA2245X 79,562 28,290 51,272
- --------------------------------------------------------------------------------
B AA2255A 90,390 31,389 59,000
- --------------------------------------------------------------------------------
B AA2268X 60,212 21,137 39,075
- --------------------------------------------------------------------------------
B AA2271B 110,443 36,279 74,164
- --------------------------------------------------------------------------------
B AA2272A 97,439 33,007 64,432
- --------------------------------------------------------------------------------
B AA2284A 97,918 36,495 61,422
- --------------------------------------------------------------------------------
B AA2288X 98,426 35,521 62,905
- --------------------------------------------------------------------------------
B AA2402C 94,293 32,047 62,246
- --------------------------------------------------------------------------------
B AA2404A 108,795 38,051 70,744
- --------------------------------------------------------------------------------
B AA9270X 124,841 48,186 76,655
- --------------------------------------------------------------------------------
B AD2102C 89,772 31,676 58,096
- --------------------------------------------------------------------------------
B AD2107A 62,909 15,775 47,134
- --------------------------------------------------------------------------------
B AD2130C 97,173 33,594 63,579
- --------------------------------------------------------------------------------
B AD2131X 93,787 31,770 62,017
- --------------------------------------------------------------------------------
B AD2133B 120,736 41,192 79,544
- --------------------------------------------------------------------------------
B AD2138X 112,240 35,198 77,042
- --------------------------------------------------------------------------------
B AD2186X 988,064 372,369 615,694
- --------------------------------------------------------------------------------
B AD2912A 93,678 33,126 60,552
- --------------------------------------------------------------------------------
B AD2915A 114,189 41,191 72,998
- --------------------------------------------------------------------------------
B AD2919A 114,427 41,517 72,909
- --------------------------------------------------------------------------------
</TABLE>
Sorted Process
<PAGE> 178
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
B AE2655A 102,275 34,500 67,775
- --------------------------------------------------------------------------------
B AG0567X 86,621 30,962 55,659
- --------------------------------------------------------------------------------
B AG2410B 102,539 33,911 68,628
- --------------------------------------------------------------------------------
B AG2418D 211,027 76,126 134,901
- --------------------------------------------------------------------------------
B AG2418F 92,665 31,342 61,323
- --------------------------------------------------------------------------------
B AG2418H 85,596 32,619 52,976
- --------------------------------------------------------------------------------
B AG8501X 91,464 31,716 59,747
- --------------------------------------------------------------------------------
B AG8503X 122,987 39,504 83,483
- --------------------------------------------------------------------------------
B AG8504X 118,308 41,628 76,680
- --------------------------------------------------------------------------------
B AG8602B 113,570 38,657 74,913
- --------------------------------------------------------------------------------
5" sum 242,392 68,697 173,694
- --------------------------------------------------------------------------------
C AA0134A 291,127 83,312 207,815
- --------------------------------------------------------------------------------
C AA0246X 158,311 46,725 111,586
- --------------------------------------------------------------------------------
C AA0291X 188,095 50,860 137,235
- --------------------------------------------------------------------------------
C AA0292A 172,914 40,978 131,935
- --------------------------------------------------------------------------------
C AA0296X 200,032 57,345 142,687
- --------------------------------------------------------------------------------
C AA0298A 166,966 45,811 121,155
- --------------------------------------------------------------------------------
C AA0426X 335,148 107,078 228,070
- --------------------------------------------------------------------------------
C AA0429A 184,313 55,081 129,232
- --------------------------------------------------------------------------------
C AA0497X 206,498 59,502 146,996
- --------------------------------------------------------------------------------
C AA0686A 219,130 56,153 162,978
- --------------------------------------------------------------------------------
C AA0900A 258,898 70,999 187,899
- --------------------------------------------------------------------------------
C AA0901A 243,221 64,051 179,170
- --------------------------------------------------------------------------------
C AA2206C 151,574 41,382 110,191
- --------------------------------------------------------------------------------
C AA2206D 129,210 37,165 92,045
- --------------------------------------------------------------------------------
C AA2209A 144,192 36,301 107,891
- --------------------------------------------------------------------------------
C AA2209X 155,918 43,589 112,329
- --------------------------------------------------------------------------------
C AA2297A 214,949 54,427 160,522
- --------------------------------------------------------------------------------
C AA8408X 189,693 50,924 138,769
- --------------------------------------------------------------------------------
C AA9201X 543,315 121,781 421,534
- --------------------------------------------------------------------------------
C AD2140A 506,457 129,429 377,028
- --------------------------------------------------------------------------------
C AD2140X 292,682 78,760 213,921
- --------------------------------------------------------------------------------
C AD2163C 240,195 63,970 176,224
- --------------------------------------------------------------------------------
C AD2184X 168,778 53,040 115,738
- --------------------------------------------------------------------------------
C AD2192A 209,262 57,280 151,982
- --------------------------------------------------------------------------------
C AD2198A 260,387 71,576 188,811
- --------------------------------------------------------------------------------
C AD2500X 231,392 63,470 167,922
- --------------------------------------------------------------------------------
C AD2504X 242,484 64,451 178,033
- --------------------------------------------------------------------------------
C AD2506X 290,678 75,440 215,238
- --------------------------------------------------------------------------------
C AD2507X 239,811 74,963 164,848
- --------------------------------------------------------------------------------
C AD2982C 324,786 79,730 245,057
- --------------------------------------------------------------------------------
C AD2985A 228,233 61,127 167,106
- --------------------------------------------------------------------------------
C AD2986X 279,674 75,407 204,267
- --------------------------------------------------------------------------------
</TABLE>
Sorted Process
<PAGE> 179
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
C AD2990B 406,579 104,724 301,855
- --------------------------------------------------------------------------------
C AD7007A 229,578 58,315 171,263
- --------------------------------------------------------------------------------
C AD7305A 229,354 58,152 171,203
- --------------------------------------------------------------------------------
C AD7307X 240,074 63,618 176,457
- --------------------------------------------------------------------------------
C AD7309X 236,584 67,137 169,447
- --------------------------------------------------------------------------------
C AD8119A 273,495 73,043 200,453
- --------------------------------------------------------------------------------
C AD8404X 207,796 59,966 147,830
- --------------------------------------------------------------------------------
C AG2425A 126,928 24,421 102,507
- --------------------------------------------------------------------------------
C AG3361B 186,904 68,212 118,693
- --------------------------------------------------------------------------------
C AG8507X 193,996 55,943 138,053
- --------------------------------------------------------------------------------
C AG8510C 506,163 130,505 375,658
- --------------------------------------------------------------------------------
C AG8512A 266,994 69,661 197,333
- --------------------------------------------------------------------------------
C AG8512X 227,712 61,727 165,985
- --------------------------------------------------------------------------------
C AG8513X 270,300 68,917 201,383
- --------------------------------------------------------------------------------
C AG8514X 279,900 74,625 205,275
- --------------------------------------------------------------------------------
C AG8515X 342,292 92,756 249,536
- --------------------------------------------------------------------------------
C AG8601B 162,156 49,331 112,825
- --------------------------------------------------------------------------------
C AG8603X 229,974 62,449 167,526
- --------------------------------------------------------------------------------
</TABLE>
Sorted Process
<PAGE> 180
Schedule 6.1(b)
Price List (Unsorted Process)
<TABLE>
<CAPTION>
unit: Won
- --------------------------------------------------------------------------------
Device Type Total Price Variable costs Profit
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
converted into 5" 202,918 61,425 141,493
- --------------------------------------------------------------------------------
4" sum 93,073 33,565 59,508
- --------------------------------------------------------------------------------
B AA0065X 110,525 36,406 74,119
- --------------------------------------------------------------------------------
B AA0067X 94,281 34,982 59,299
- --------------------------------------------------------------------------------
B AA0316A 95,925 37,907 58,018
- --------------------------------------------------------------------------------
B AA0211X 107,063 35,947 71,116
- --------------------------------------------------------------------------------
B AA0241A 86,107 30,058 56,048
- --------------------------------------------------------------------------------
B AA0261A 98,850 34,556 64,294
- --------------------------------------------------------------------------------
B AA0386A 73,032 28,051 44,981
- --------------------------------------------------------------------------------
B AA0427C 91,881 32,844 59,036
- --------------------------------------------------------------------------------
B AA0712X 162,825 57,159 105,665
- --------------------------------------------------------------------------------
B AA2201X 84,623 29,185 55,438
- --------------------------------------------------------------------------------
B AA2213B 87,483 30,244 57,239
- --------------------------------------------------------------------------------
B AA2213C 95,325 37,010 58,315
- --------------------------------------------------------------------------------
B AA2220X 83,873 28,946 54,927
- --------------------------------------------------------------------------------
B AA2221A 91,637 31,685 59,952
- --------------------------------------------------------------------------------
B AA2223X 102,361 37,770 64,591
- --------------------------------------------------------------------------------
B AA2224A 86,718 30,409 56,309
- --------------------------------------------------------------------------------
B AA2245X 76,004 27,150 48,854
- --------------------------------------------------------------------------------
B AA2255A 85,529 30,368 55,161
- --------------------------------------------------------------------------------
B AA2268X 57,225 20,127 37,097
- --------------------------------------------------------------------------------
B AA2271B 102,831 33,772 69,059
- --------------------------------------------------------------------------------
B AA2272A 92,284 31,324 60,959
- --------------------------------------------------------------------------------
B AA2284A 91,826 34,497 57,329
- --------------------------------------------------------------------------------
B AA2288X 90,306 32,865 57,440
- --------------------------------------------------------------------------------
B AA2402C 89,133 30,350 58,784
- --------------------------------------------------------------------------------
B AA2404A 104,177 36,531 67,645
- --------------------------------------------------------------------------------
B AA9270X 113,764 44,580 69,183
- --------------------------------------------------------------------------------
B AD2102C 87,131 30,810 56,321
- --------------------------------------------------------------------------------
B AD2107A 57,486 13,808 43,678
- --------------------------------------------------------------------------------
B AD2130C 93,850 32,504 61,346
- --------------------------------------------------------------------------------
B AD2131X 92,045 31,198 60,847
- --------------------------------------------------------------------------------
B AD2133B 114,312 39,078 75,234
- --------------------------------------------------------------------------------
B AD2138X 102,595 29,518 73,077
- --------------------------------------------------------------------------------
B AD2186X 849,489 324,204 525,284
- --------------------------------------------------------------------------------
B AD2912A 91,805 32,512 59,293
- --------------------------------------------------------------------------------
B AD2915A 112,470 40,625 71,845
- --------------------------------------------------------------------------------
B AD2919A 112,089 40,758 71,331
- --------------------------------------------------------------------------------
B AE2655A 92,540 31,296 61,243
- --------------------------------------------------------------------------------
</TABLE>
Unsorted Process
<PAGE> 181
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
B AG0567X 82,660 29,663 52,997
- --------------------------------------------------------------------------------
B AG2410B 85,852 28,406 57,446
- --------------------------------------------------------------------------------
B AG2418D 203,545 73,683 129,862
- --------------------------------------------------------------------------------
B AG2418F 84,849 28,775 56,074
- --------------------------------------------------------------------------------
B AG2418H 80,353 30,908 49,445
- --------------------------------------------------------------------------------
B AG8501X 83,085 28,962 54,123
- --------------------------------------------------------------------------------
B AG8503X 100,733 32,216 68,517
- --------------------------------------------------------------------------------
B AG8504X 110,559 39,091 71,469
- --------------------------------------------------------------------------------
B AG8602B 104,130 35,649 68,481
- --------------------------------------------------------------------------------
5" sum 235,222 66,471 168,751
- --------------------------------------------------------------------------------
C AA0134A 272,554 77,254 195,300
- --------------------------------------------------------------------------------
C AA0246X 153,635 44,814 108,821
- --------------------------------------------------------------------------------
C AA0291X 179,177 47,940 131,237
- --------------------------------------------------------------------------------
C AA0292A 171,755 40,600 131,156
- --------------------------------------------------------------------------------
C AA0296X 197,537 56,526 141,011
- --------------------------------------------------------------------------------
C AA0298A 163,657 44,116 119,541
- --------------------------------------------------------------------------------
C AA0426X 331,000 105,789 225,211
- --------------------------------------------------------------------------------
C AA0429A 180,500 53,833 126,668
- --------------------------------------------------------------------------------
C AA0497X 192,957 55,041 137,916
- --------------------------------------------------------------------------------
C AA0686A 211,078 53,790 157,288
- --------------------------------------------------------------------------------
C AA0900A 248,715 67,676 181,039
- --------------------------------------------------------------------------------
C AA0901A 230,998 60,464 170,535
- --------------------------------------------------------------------------------
C AA2206C 148,509 40,379 108,130
- --------------------------------------------------------------------------------
C AA2206D 123,020 34,873 88,147
- --------------------------------------------------------------------------------
C AA2209A 132,286 31,888 100,399
- --------------------------------------------------------------------------------
C AA2209X 154,173 43,077 111,095
- --------------------------------------------------------------------------------
C AA2297A 206,926 51,797 155,129
- --------------------------------------------------------------------------------
C AA8408X 187,122 50,171 136,951
- --------------------------------------------------------------------------------
C AA9201X 513,571 109,497 404,074
- --------------------------------------------------------------------------------
C AD2140A 490,665 124,889 365,776
- --------------------------------------------------------------------------------
C AD2140X 271,607 71,877 199,730
- --------------------------------------------------------------------------------
C AD2163C 235,061 62,465 172,596
- --------------------------------------------------------------------------------
C AD2184X 152,634 47,765 104,868
- --------------------------------------------------------------------------------
C AD2192A 203,815 55,497 148,318
- --------------------------------------------------------------------------------
C AD2198A 255,551 69,979 185,572
- --------------------------------------------------------------------------------
C AD2500X 227,120 62,214 164,906
- --------------------------------------------------------------------------------
C AD2504X 236,526 62,706 173,820
- --------------------------------------------------------------------------------
C AD2506X 282,276 73,016 209,260
- --------------------------------------------------------------------------------
C AD2507X 232,717 73,414 159,303
- --------------------------------------------------------------------------------
C AD2982C 316,633 77,060 239,573
- --------------------------------------------------------------------------------
C AD2985A 222,094 59,327 162,767
- --------------------------------------------------------------------------------
C AD2986X 264,762 71,024 193,738
- --------------------------------------------------------------------------------
C AD2990B 372,506 94,799 277,707
- --------------------------------------------------------------------------------
C AD7007A 221,753 55,759 165,994
- --------------------------------------------------------------------------------
</TABLE>
Unsorted Process
<PAGE> 182
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
C AD7305A 224,956 56,863 168,094
- --------------------------------------------------------------------------------
C AD7307X 227,458 59,496 167,961
- --------------------------------------------------------------------------------
C AD7309X 227,120 63,638 163,482
- --------------------------------------------------------------------------------
C AD8119A 267,806 70,534 197,272
- --------------------------------------------------------------------------------
C AD8404X 192,690 55,531 137,158
- --------------------------------------------------------------------------------
C AG2425A 115,305 20,006 95,300
- --------------------------------------------------------------------------------
C AG3361B 183,665 67,156 116,509
- --------------------------------------------------------------------------------
C AG8507X 187,357 53,996 133,361
- --------------------------------------------------------------------------------
C AG8510C 485,465 123,727 361,738
- --------------------------------------------------------------------------------
C AG8512A 247,961 63,454 184,507
- --------------------------------------------------------------------------------
C AG8512X 212,378 56,709 155,669
- --------------------------------------------------------------------------------
C AG8513X 264,411 67,353 197,058
- --------------------------------------------------------------------------------
C AG8514X 269,721 71,695 198,026
- --------------------------------------------------------------------------------
C AG8515X 331,580 89,981 241,599
- --------------------------------------------------------------------------------
C AG8601B 149,909 43,801 106,108
- --------------------------------------------------------------------------------
C AG8603X 196,150 52,524 143,626
- --------------------------------------------------------------------------------
</TABLE>
Unsorted Process
<PAGE> 183
Schedule 10.2
MYA Criteria
Wafers that yield less than the MYA criteria specified in this Schedule shall be
considered discrepant and may be returned for full credit at Samsung's
discretion.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
EDS Yield
---------------------
PRO-CODE Mean SD MYA(%)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AA0136A-BNE-01XX 101.4 3.4 91.2
- --------------------------------------------------------------------------------
AA0241A-CDA-01XX 95.8 2.7 87.7
- --------------------------------------------------------------------------------
AA0386A-ACC-01XX 100.1 3.1 90.9
- --------------------------------------------------------------------------------
AA0386A-ACC-01XX 100.1 3.1 90.9
- --------------------------------------------------------------------------------
AA0386A-BCC-01XX 100.1 3.1 90.9
- --------------------------------------------------------------------------------
AA0386A-BCC-01XX 100.1 3.1 90.9
- --------------------------------------------------------------------------------
AA0386A-BCC-01XX 100.1 3.1 90.9
- --------------------------------------------------------------------------------
AA0426X-BNE-01XX 90.0 6.4 77.3
- --------------------------------------------------------------------------------
AA0426X-BNE-02XX 89.6 5.5 78.6
- --------------------------------------------------------------------------------
AA0427B-AHC-01XX 98.6 2.8 90.2
- --------------------------------------------------------------------------------
AA0429A-AHE-01XX 94.6 1.8 89.3
- --------------------------------------------------------------------------------
AA0429A-BHB-01XX 94.6 1.8 89.3
- --------------------------------------------------------------------------------
AA0688A-AOR-01XX 58.4 14.5 29.5
- --------------------------------------------------------------------------------
AA0688B-AOR-01XX 66.0 13.6 38.7
- --------------------------------------------------------------------------------
AA0900A-AMF-01XX 96.1 2.2 89.7
- --------------------------------------------------------------------------------
AA0900A-BMA-01XX 96.1 2.2 39.7
- --------------------------------------------------------------------------------
AA2201X-ACB-01XX 99.6 2.1 93.4
- --------------------------------------------------------------------------------
AA2201X-ACB-01XX 99.6 2.1 93.4
- --------------------------------------------------------------------------------
AA2206C-AFA-01XX 99.0 1.5 94.6
- --------------------------------------------------------------------------------
AA2206C-AHC-01XX 99.0 1.5 94.6
- --------------------------------------------------------------------------------
AA2209X-ACD-01XX 98.4 2.1 92.3
- --------------------------------------------------------------------------------
AA2213B-AGE-01XX 95.6 2.8 87.2
- --------------------------------------------------------------------------------
AA2213B-AHC-01XX 95.6 2.8 87.2
- --------------------------------------------------------------------------------
AA2297A-AHC-01XX 96.1 1.6 91.5
- --------------------------------------------------------------------------------
AA9201X-BVA-01XX 93.8 2.3 87.0
- --------------------------------------------------------------------------------
AA9270X-AKA-01XX 97.7 3.0 88.6
- --------------------------------------------------------------------------------
AA9270X-BKA-01XX 97.7 3.0 88.6
- --------------------------------------------------------------------------------
AA9270X-BKA-OIXX 97.7 3.0 88.6
- --------------------------------------------------------------------------------
AD2102C-AGE-01XX 96.2 5.6 85.0
- --------------------------------------------------------------------------------
AD2130C-CEF-01XX 92.4 5.4 81.6
- --------------------------------------------------------------------------------
AD2131X-CDD-01XX 97.2 2.4 90.0
- --------------------------------------------------------------------------------
AD2140A-AMI-03XX 93.3 4.5 79.9
- --------------------------------------------------------------------------------
AD2140A-ANJ-01XX 90.1 6.4 77.3
- --------------------------------------------------------------------------------
AD2140X-ANJ-01XX 90.1 5.9 78.2
- --------------------------------------------------------------------------------
AD2141X-AKC-01XX 91.7 3.9 80.0
- --------------------------------------------------------------------------------
AD2147X-AOD-01XX 89.1 6.8 75.5
- --------------------------------------------------------------------------------
AD2163C-ABB-01XX 80.6 9.9 60.9
- --------------------------------------------------------------------------------
AD2184X BCC-01XX 92.3 7.7 76.9
- --------------------------------------------------------------------------------
AD2184X-CDE-01XB 92.3 7.7 76.9
- --------------------------------------------------------------------------------
AD2192A-AOR-01XX 94.6 2.5 87.1
- --------------------------------------------------------------------------------
AD2192A-AVB-01XX 94.8 2.5 87.3
- --------------------------------------------------------------------------------
AD2198A-BMC-01XX 89.0 9.4 70.2
- --------------------------------------------------------------------------------
AD2500X-ANJ-01XX 90.4 4.4 77.1
- --------------------------------------------------------------------------------
AD2504X-AMI-01XX 92.0 3.9 80.4
- --------------------------------------------------------------------------------
AD2506X-AMJ-01XX 94.6 3.9 83.0
- --------------------------------------------------------------------------------
AD2511A-AOR-01XX 79.4 9.5 60.4
- --------------------------------------------------------------------------------
AD2912A-AGE-01XX 97.3 2.3 90.3
- --------------------------------------------------------------------------------
AD2915A-ANJ-01XX 92.3 4.8 77.9
- --------------------------------------------------------------------------------
AD2982D-BKA-01XA 97.5 1.1 94.2
- --------------------------------------------------------------------------------
AD2982D-BKA-01XB 97.5 1.1 94.2
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 184
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
EDS Yield
---------------------
PRO-CODE Mean SD MYA(%)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
AD5514B-AMP-XXXX 87.6 5.3 77.1
- --------------------------------------------------------------------------------
AD5514B-AMP-02XX 87.6 5.3 77.1
- --------------------------------------------------------------------------------
AD5514B-AMP-09XX 87.6 5.3 77.1
- --------------------------------------------------------------------------------
AD5514B-AMP-10XX 87.6 5.3 77.1
- --------------------------------------------------------------------------------
AD5514B-AMP-12XX 87.6 5.3 77.1
- --------------------------------------------------------------------------------
AD5514B-AMP-16XX 87.6 5.3 77.1
- --------------------------------------------------------------------------------
AD8309A-ERE-01XX 91.0 4.7 76.9
- --------------------------------------------------------------------------------
AD9220A-EWD-01XX 88.5 4.9 73.8
- --------------------------------------------------------------------------------
AD9220E-EWD-01XX 84.3 6.5 71.4
- --------------------------------------------------------------------------------
AD9223X-EWD-01XX 86.2 7.9 70.4
- --------------------------------------------------------------------------------
AD9223X-EWD-02XX 90.8 3.0 81.8
- --------------------------------------------------------------------------------
AG0567X-ACA-01XX 97.4 3.9 85.8
- --------------------------------------------------------------------------------
AG0567X-BCC-01XX 97.4 3.9 85.8
- --------------------------------------------------------------------------------
AG2410B-ACA-01XX 96.4 3.8 85.0
- --------------------------------------------------------------------------------
AG2410B-ACA-02XX 98.4 1.8 92.9
- --------------------------------------------------------------------------------
AG2418D-ACC-02XX 88.1 6.8 74.5
- --------------------------------------------------------------------------------
AG2418G-ACC-01XX 84.8 24.3 36.2
- --------------------------------------------------------------------------------
AG3361B-AHC-01XX 97.7 3.7 36.5
- --------------------------------------------------------------------------------
AG3361B-BHB-01XX 97.7 3.7 86.5
- --------------------------------------------------------------------------------
AG3361C-AHC-01XX 91.9 4.3 78.9
- --------------------------------------------------------------------------------
AG3361C-BHB-01XX 91.9 4.3 78.9
- --------------------------------------------------------------------------------
AG8501X-AHD-01XX 90.7 6.3 78.1
- --------------------------------------------------------------------------------
AG8503X-AIC-01XX 94.1 4.7 79.8
- --------------------------------------------------------------------------------
AG8504X-AHC-01XX 96.2 3.0 87.2
- --------------------------------------------------------------------------------
AG8507A-AKC-01XX 93.6 7.5 78.6
- --------------------------------------------------------------------------------
AG8507X-BKA-01XX 92.2 3.0 83.2
- --------------------------------------------------------------------------------
AG8510C-ETF-01XX 86.5 6.7 73.1
- --------------------------------------------------------------------------------
AG8512X-BGE-01XX 91.9 2.8 83.7
- --------------------------------------------------------------------------------
AG8513X-BKD-02XX 92.3 2.9 83.6
- --------------------------------------------------------------------------------
AG8514A-BKD-01XX 92.8 1.7 87.9
- --------------------------------------------------------------------------------
AG8514X-BKD-01XX 91.2 4.1 78.9
- --------------------------------------------------------------------------------
AG8515X BMD-01XX 89.5 5.8 77.9
- --------------------------------------------------------------------------------
AG8527B-ERJ-01XX 63.2 10.4 42.4
- --------------------------------------------------------------------------------
AG8528X-ERJ-01XX 74.5 8.1 58.3
- --------------------------------------------------------------------------------
AG8602B-ACA-01XX 95.3 5.2 84.8
- --------------------------------------------------------------------------------
AG8602B-BCA-01XX 95.3 5.2 84.8
- --------------------------------------------------------------------------------
AG8602B-BCC-01XX 95.3 5.2 84.8
- --------------------------------------------------------------------------------
AG8603X-AHA-01XX 92.8 3.1 83.6
- --------------------------------------------------------------------------------
AG8603X-BHB-01XX 92.8 3.1 83.6
- --------------------------------------------------------------------------------
ZA0280A-ETD-01XX 59.4 12.2 35.0
- --------------------------------------------------------------------------------
</TABLE>
Basis of MYA figures is as following:
1. IF SD[greater than]5, MYA = Mean - S.D*2
IF SD[less than or equal to]5, MYA = Mean - S.D*3
2. For the product that less than 20 lots production record during the 2nd half
of 1998, MYA will not apply until the accumulated production lots exceeds 20
lots from the 2nd half of 1998. Once the accumulated lot number will reach,
the MYA will be sent by the above logic #1.
3. MYA of under developing product should be defined by Samsung's model yield.
4. If both companies agree that a certain device is unstable on yield, then
this MYA logic be applied to this device.
<PAGE> 185
Schedule 10.4
Net Die per Wafer
For net die calculation of any other product that is not specified here,
Sarnsung's net die calculation equation should be applied.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
PROD_CODE LINE N.D PROCESS DESIGN RULE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AA0065A-AFA-01XX B 916 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA0067X-AFA-01XX C 2,688 BCL4 1.5
- ------------------------------------------------------------------------------------
AA0134A-AHC-01X C 2,300 BSP2 4.0
- ------------------------------------------------------------------------------------
AA0136A-BNE-01X C 751 BSP1A 8.0
- ------------------------------------------------------------------------------------
AA0211X-CDB-01X B 3,430 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA0234B-CMB-01X B 3,095 BHP2 4.0
- ------------------------------------------------------------------------------------
AA0241A-CDA-01X B 1,733 BSP1BS 8.0
- ------------------------------------------------------------------------------------
AA0241B-CDA-01X C 7,408 BCH4 1.5
- ------------------------------------------------------------------------------------
AA0261A-AHA-01X B 4,324 BSP2 4.0
- ------------------------------------------------------------------------------------
AA0291X-AMF-01X C 2,486 BSP2 4.0
- ------------------------------------------------------------------------------------
AA0292A-ERJ-01XX C 644 BHL3 2.0
- ------------------------------------------------------------------------------------
AA0293A-ERF-01XX C 819 BHL3 2.0
- ------------------------------------------------------------------------------------
AA0296X-AVB-01XX C 1,631 BHP3 2.0
- ------------------------------------------------------------------------------------
AA0386A-ACC-01X B 4,187 BSP1BS 8.0
- ------------------------------------------------------------------------------------
AA0386A-BCC-01X B 4,187 BSP1BS 8.0
- ------------------------------------------------------------------------------------
AA0426A-BNE-01X C 2,074 BCP3 2.0
- ------------------------------------------------------------------------------------
AA0426A-BNE-02X C 2,074 BCP3 2.0
- ------------------------------------------------------------------------------------
AA0426X-BNE-01X C 1,431 BCP2 4.0
- ------------------------------------------------------------------------------------
AA0426X-BNE-02X C 1,431 BCP2 4.0
- ------------------------------------------------------------------------------------
AA0427B-AHC-01X B 1,710 BSP1A 8.0
- ------------------------------------------------------------------------------------
AA0429A-AHE-01X C 2,335 BSP2 4.0
- ------------------------------------------------------------------------------------
AA0429A-BHB-01X C 2,335 BSP2 4.0
- ------------------------------------------------------------------------------------
AA0497X-CDA-01X C 12,750 BHP3 2.0
- ------------------------------------------------------------------------------------
AA0686A-AOR-01X C 508 BHL3 2.0
- ------------------------------------------------------------------------------------
AA0688A-AOR-01X C 646 ASP5 0.8
- ------------------------------------------------------------------------------------
AA0688B-AOR-01X C 540 ASP5 0.8
- ------------------------------------------------------------------------------------
AA0900A-AMF-01X C 1,786 BSP3 2.0
- ------------------------------------------------------------------------------------
AA0900A-BMA-01X C 1,786 BSP3 2.0
- ------------------------------------------------------------------------------------
AA0901A-AMF-01X C 1,606 BSP3 2.0
- ------------------------------------------------------------------------------------
AA2201X-ACB-01X B 4,819 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA2206C-AFA-01X C 1,942 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA2206C-AHC-01X C 1,942 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA2206D-AFA-01X C 3,650 BCH4 1.5
- ------------------------------------------------------------------------------------
AA2206D-AHD-01X C 3,650 BCH4 1.5
- ------------------------------------------------------------------------------------
AA2209A-ACD-01X C 5,442 BCH4 1.5
- ------------------------------------------------------------------------------------
AA2209X-ACD-01X C 5,442 BCH4 1.5
- ------------------------------------------------------------------------------------
AA2213B-AGE-01X B 1,608 BSP1A 8.0
- ------------------------------------------------------------------------------------
AA2213B-AHC-01X B 1,608 BSP1A 8.0
- ------------------------------------------------------------------------------------
AA2213C-AGE-01X C2 5,410 BCH4 1.5
- ------------------------------------------------------------------------------------
AA2213C-AHC-01X C2 5,410 BCH4 1.5
- ------------------------------------------------------------------------------------
AA2220X-CDA-01X B 7,095 BSP1A 8.0
- ------------------------------------------------------------------------------------
AA2220X-CDA-01X B 7,095 BSP1A 8.0
- ------------------------------------------------------------------------------------
AA2221A-CDB-01X B 7,267 BHP2 4.0
- ------------------------------------------------------------------------------------
AA2221A-CDB-02X B 7,267 BHP2 4.0
- ------------------------------------------------------------------------------------
AA2223X-AHA-01X B 2,268 BSP1A 8.0
- ------------------------------------------------------------------------------------
AA2224A-AGC-01X B 2,998 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA2245X-CDC-01X B 3,332 BSP1A 8.0
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE> 186
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
PROD_CODE LINE N.D PROCESS DESIGN RULE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AA2268X-ANJ-01XX B 528 BSP1A 8.0
- ------------------------------------------------------------------------------------
AA22718-AHC-01X B 907 BHP2 4.0
- ------------------------------------------------------------------------------------
AA2271B-AHC-03X B 907 BHP2 4.0
- ------------------------------------------------------------------------------------
AA2272A-BHA-01X B 1,689 BSP1A 8.0
- ------------------------------------------------------------------------------------
AA2284A-CDA-01X B 2,449 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA2284A-CDA-02X B 2,449 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA2284A-CDA-04X B 2,449 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA2288X-AHC-01X B 2,449 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA2295B-ERF-01X C 1,058 BHL3 2.0
- ------------------------------------------------------------------------------------
AA2297A-AHC-01X C 2,373 BSP3 2.0
- ------------------------------------------------------------------------------------
AA2298A-AMF-01X C 1,695 BSP3 2.0
- ------------------------------------------------------------------------------------
AA2402C-ACA-01X B 4,054 BHP2 4.0
- ------------------------------------------------------------------------------------
AA2404A-TEB-01XX B 2,842 BSP1B 8.0
- ------------------------------------------------------------------------------------
AA8408X-BNE-01X C 886 BSP2 4.0
- ------------------------------------------------------------------------------------
AA9201X-BVA-01XX C 1,136 BSP2 4.0
- ------------------------------------------------------------------------------------
AA9270X-AKA-01XX B 1,762 BHP2 4.0
- ------------------------------------------------------------------------------------
AA9270X-BKA-01X B 1,762 BHP2 4.0
- ------------------------------------------------------------------------------------
AA9271X-BON-01X C 618 BHP3 2.0
- ------------------------------------------------------------------------------------
AA9401X-EWD-01X C 532 BHP3 2.0
- ------------------------------------------------------------------------------------
AD2102C-AGE-01X B 1,144 BSP1A 8.0
- ------------------------------------------------------------------------------------
AD2103X-CDB-01X B 4,910 BSP1A 8.0
- ------------------------------------------------------------------------------------
AD2107A-CFC-01X B 678 BSP1A 8.0
- ------------------------------------------------------------------------------------
AD2130C-CEF-01X B 1,662 BHC1 8.0
- ------------------------------------------------------------------------------------
AD2131X-CDD-01X B 1,158 BHC1 8.0
- ------------------------------------------------------------------------------------
AD2133B-AHE-01X B 855 BHB1 8.0
- ------------------------------------------------------------------------------------
AD2138X-AKA-01X B 1,606 BHP2 4.0
- ------------------------------------------------------------------------------------
AD2140A-AMI-03X C 1,399 BLT3 2.0
- ------------------------------------------------------------------------------------
AD2140A-ANJ-01X C 1,399 BLT3 2.0
- ------------------------------------------------------------------------------------
AD2141X-AKC-01X C 2,187 BLT3 3.0
- ------------------------------------------------------------------------------------
AD2147X-AQD-01X C 767 ACE12 1.2
- ------------------------------------------------------------------------------------
AD2163C-ABB-01X C 257 BLT3 2.0
- ------------------------------------------------------------------------------------
AD2184X-CDE-01X C 4,611 BSP2 4.0
- ------------------------------------------------------------------------------------
AD2184X-BCC-01X C 4,611 BSP2 4.0
- ------------------------------------------------------------------------------------
AD2186X-ACA-01X C 3,614 BLP3 2.0
- ------------------------------------------------------------------------------------
AD2192A-AOR-01X C 2,623 BHP3 2.0
- ------------------------------------------------------------------------------------
AD2192A-AVB-01X C 2,623 BHP3 2.0
- ------------------------------------------------------------------------------------
AD2194X-BMB-02X C 1,656 BCP3 2.0
- ------------------------------------------------------------------------------------
AD2198A-BMC-01X C 1,395 BCP3 2.0
- ------------------------------------------------------------------------------------
AD250OX-ANJ-01X C 590 BLT3 2.0
- ------------------------------------------------------------------------------------
AD2504X-AMI-01XX C 792 BLT3 2.0
- ------------------------------------------------------------------------------------
AD2506X-ANJ-01X C 558 BLT3 2.0
- ------------------------------------------------------------------------------------
AD2507X-AMF-01X C 3,771 BLT3 2.0
- ------------------------------------------------------------------------------------
AD2511A-AOR-01X C 372 ACE12 1.2
- ------------------------------------------------------------------------------------
AD2512X-AOR-01X C 376 ACE12 1.2
- ------------------------------------------------------------------------------------
AD2912A-AGE-01X B 1,026 BSP1A 8.0
- ------------------------------------------------------------------------------------
AD2915A-ANJ-01X B 564 BHC1 8.0
- ------------------------------------------------------------------------------------
AD2919A-AVB-01X B 591 BSP1A 8.0
- ------------------------------------------------------------------------------------
AD2981X-AHC-01X C 3,283 BSP3 2.0
- ------------------------------------------------------------------------------------
AD2982D-BKA-01X C 1,545 BLP3 2.0
- ------------------------------------------------------------------------------------
AD2982D-BKA-01X C 1,545 BLP3 2.0
- ------------------------------------------------------------------------------------
AD2985B-BKF-01X C 2,147 BLP3 2.0
- ------------------------------------------------------------------------------------
AD2986X-BHB-01X C 3,614 BLP3 2.0
- ------------------------------------------------------------------------------------
AD2990B-BHB-01X C 2,562 BSP3 2.0
- ------------------------------------------------------------------------------------
AD5514A-AMP-02X C 764 ASP4 1.5
- ------------------------------------------------------------------------------------
AD5514A-AMP-09X C 764 ASP4 1.5
- ------------------------------------------------------------------------------------
AD5514A-AMP-10X C 764 ASP4 1.5
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE> 187
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
PROD_CODE LINE N.D PROCESS DESIGN RULE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AD5514A-AMP-12X C 764 ASP4 1.5
- ------------------------------------------------------------------------------------
AD5514A-AMP-16X C 764 ASP4 1.5
- ------------------------------------------------------------------------------------
AD7007A-BHB-01X C 2,089 BCP3 2.0
- ------------------------------------------------------------------------------------
AD7302X-BVB-01X C 888 BCL3 2.0
- ------------------------------------------------------------------------------------
AD7305A-ERA-01X C 780 BSP3 2.0
- ------------------------------------------------------------------------------------
AD7307X-BKF-01X C 1,242 BCP3 2.0
- ------------------------------------------------------------------------------------
AD7309X-ERJ-01XX C 612 BCP3 2.0
- ------------------------------------------------------------------------------------
AD8116X-BLA-01X C 1,575 BCP3 2.0
- ------------------------------------------------------------------------------------
AD8119A-AVB-01X C 1,756 BHP3 2.0
- ------------------------------------------------------------------------------------
AD8119A-AVB-02X C 1,756 BHP3 2.0
- ------------------------------------------------------------------------------------
AD8119A-BVA-01X C 1,756 BHP3 2.0
- ------------------------------------------------------------------------------------
AD8122X-ERF-01X C 694 BCP3 2.0
- ------------------------------------------------------------------------------------
AD8201-BON-01XX C 1,096 BSP3 2.0
- ------------------------------------------------------------------------------------
AD8309A-ERE-01X C 692 AHP4 1.5
- ------------------------------------------------------------------------------------
AD8322X-ETD-01X C 1,091 ASP4S 1.2
- ------------------------------------------------------------------------------------
AD8333C-ESB-02X C 640 ASP4S 1.2
- ------------------------------------------------------------------------------------
AD8404X-CDA-02X C 5,896 BSP2 4.0
- ------------------------------------------------------------------------------------
AD8404X-CDC-01X C 5,896 BSP2 4.0
- ------------------------------------------------------------------------------------
AD9220A-EWD-01X C 517 AHP4 1.2
- ------------------------------------------------------------------------------------
AD9220E-EWD-01X C 844 ASP4S 1.2
- ------------------------------------------------------------------------------------
AD9223X-EWO-01X C 753 ASP4S 1.2
- ------------------------------------------------------------------------------------
AD9223X-EWD-02X C 753 ASP4S 1.2
- ------------------------------------------------------------------------------------
AD9224X-EWD-01X C 643 ASP4S 1.2
- ------------------------------------------------------------------------------------
AGO567X-ACA-01X B 2,712 BSP1A 8.0
- ------------------------------------------------------------------------------------
AG0567X-BCC-01X B 2,712 BSP1A 8.0
- ------------------------------------------------------------------------------------
AG1567X-ACA-01X B 2,712 BSP1A 8.0
- ------------------------------------------------------------------------------------
AG2410B-ACA-01X B 3,414 BHB1 8.0
- ------------------------------------------------------------------------------------
AG2410B-ACA-02X B 3,414 BHB1 8.0
- ------------------------------------------------------------------------------------
AG2418D-ACC-02X B 1,162 BHB1 8.0
- ------------------------------------------------------------------------------------
AG2418G-ACC-01X B 1,162 BHB1 8.0
- ------------------------------------------------------------------------------------
AG2418H-ACC-01X C 5,210 BCH4B 2.5
- ------------------------------------------------------------------------------------
AG2425A-AIE-01XX C 2,254 BSP1A 8.0
- ------------------------------------------------------------------------------------
AG3361B-AHC-01X B 2,959 BSP1S 1.5
- ------------------------------------------------------------------------------------
AG3361B-BHB-01X B 2,959 BSP1S 1.5
- ------------------------------------------------------------------------------------
AG3361C-AHC-01X C 6,963 BCH4 1.5
- ------------------------------------------------------------------------------------
AG3361C-BHB-01X C 6,963 BCH4 1.5
- ------------------------------------------------------------------------------------
AG8501X-AGD-01X B 697 BSP1A 8.0
- ------------------------------------------------------------------------------------
AG8503X-AIE-01XX B 954 BSP1A 8.0
- ------------------------------------------------------------------------------------
AG8504X-AHC-01X B 1,332 BSP1A 8.0
- ------------------------------------------------------------------------------------
AG8507A-AKC-01X C 3,287 BCH4 1.5
- ------------------------------------------------------------------------------------
AG8507A-BKA-01X C 3,287 BCH4 1.5
- ------------------------------------------------------------------------------------
AG8510C-ETF-01X C 579 BLP3 2.0
- ------------------------------------------------------------------------------------
AG8512A-AGF-01X C 2,185 BSP3 2.0
- ------------------------------------------------------------------------------------
AG8512X-BGE-01X C 2,439 BSP3 2.0
- ------------------------------------------------------------------------------------
AG8513X-BKD-02X C 2,228 BLP3 2.0
- ------------------------------------------------------------------------------------
AG8514X-BKD-01X C 1,966 BLP3 2.0
- ------------------------------------------------------------------------------------
AG8514A-BKO-01X C 1,966 BLP3 2.0
- ------------------------------------------------------------------------------------
AG8515X-BMD-01X C 1,028 BLP3 2.0
- ------------------------------------------------------------------------------------
AG8516X-BMD-01X C 1,285 BLP3 2.0
- ------------------------------------------------------------------------------------
AG8518X-LNC-01X B 212 AHP1 2.0
- ------------------------------------------------------------------------------------
AG8525X-ETF-01X C 561 BLP3 2.0
- ------------------------------------------------------------------------------------
AG8527B-ERJ-01X C 1,134 ASP5 0.8
- ------------------------------------------------------------------------------------
AG8528X-ERJ-01X C 1,452 ASP5 0.8
- ------------------------------------------------------------------------------------
AG8550X-FOP-01X B 229 BHC1 8.0
- ------------------------------------------------------------------------------------
AG8582X-LNC-01X B 130 BHC1 8.0
- ------------------------------------------------------------------------------------
AG8589X-LNC-01X B 130 BHC1 8.0
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE> 188
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
PROD_CODE LINE N.D PROCESS DESIGN RULE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AG8590B-LNC-01X B 130 BHC1 8.0
- ------------------------------------------------------------------------------------
AG8601B-ARA-01X B 408 BSPlA 8.0
- ------------------------------------------------------------------------------------
AG8602B-ACA-01X B 2,801 BSPlA 8.0
- ------------------------------------------------------------------------------------
AG8602B-BCA-01X B 2,801 BSPlA 8.0
- ------------------------------------------------------------------------------------
AG8602B-BCC-01X B 2,801 BSPlA 8.0
- ------------------------------------------------------------------------------------
AG8603X-AHA-01X C 4,260 BHP2 4.0
- ------------------------------------------------------------------------------------
AG8603X-BHB-01X C 4,260 BHP2 4.0
- ------------------------------------------------------------------------------------
AG8653X-AHA-01X C 439 ASP5 0.8
- ------------------------------------------------------------------------------------
AG8653X-EWD-01X C 439 ASP5 0.8
- ------------------------------------------------------------------------------------
ZA0280A-ETD-01XX C 437 ASP5 0.8
- ------------------------------------------------------------------------------------
ZA0408X-AQC-01X C 1,232 ASP4 1.5
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
Exhibit 10.41
EXECUTION COPY
INTELLECTUAL PROPERTY LICENSE AGREEMENT
This Intellectual Property Assignment and License Agreement ("Agreement") is
made and entered into this 13th day of April, 1999 (the "Closing Date") by and
between Samsung Electronics Co., Ltd., corporation organized under the laws of
the Republic of Korea ("Samsung") and Fairchild Korea Semiconductor, Ltd., a
corporation organized under the laws of the Republic of Korea ("Fairchild").
Either Samsung or Fairchild may be referred to herein as a "Party" or together
as the "Parties," as the case may require. Unless otherwise defined herein,
capitalized terms used herein shall have the meaning ascribed to such term in
the business transfer agreement, dated as of December 20, 1998 (the "Business
Transfer Agreement"), by and between Samsung and Fairchild Semiconductor
Corporation.
RECITALS
WHEREAS, Samsung and Fairchild Semiconductor Corporation have entered
into the Business Transfer Agreement pursuant to which Fairchild will acquire
all of the Conveyed Assets and assume all of the Assumed Liabilities upon the
terms and conditions set forth in the Business Transfer Agreement; and
WHEREAS, pursuant to the Business Transfer Agreement, Samsung has
agreed to assign or license (as the case may be) to Fairchild certain
intellectual property used in or related to the operation of the Business; and
WHEREAS, the execution and delivery of this Agreement is required by
the Business Transfer Agreement and is a condition to closing of the
transactions contemplated thereunder.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants and undertakings contained herein, the Parties hereto, intending to be
legally bound hereby, do agree as follows:
1. DEFINITIONS
Capitalized terms herein shall have the meanings given them in the
Business Transfer Agreement unless otherwise defined herein or as set forth
below.
1.1 "Confidential Information" means (i) all proprietary
information of Samsung which is not publicly known and is in the
possession of, or disclosed by Samsung to, Fairchild or a
representative of Fairchild and relating to Samsung's business,
including but not limited to Samsung's Intellectual Property and
proprietary business information and (ii) all proprietary information
of Fairchild which is not publicly known and is in the possession of,
or disclosed by Fairchild to, Samsung or a representative of Samsung
and relating to Fairchild's business, including but not limited to
Fairchild's Intellectual Property and proprietary business information.
<PAGE> 2
1.2 "Intellectual Property" means Patents, Invention
Disclosures, Maskworks (regardless of registration), Copyrights and
Know-How (but expressly excluding for purposes of this definition,
Trademarks).
1.3 "Licensed Technology" means any Samsung Licensed IP and
Third-Party Licensed IP other than Samsung Trademarks, which on the
Closing Date Samsung owns or under which Samsung has a right to grant a
License without obligation or accounting to others. Licensed Technology
does not include any Intellectual Property which Fairchild is permitted
to use for the limited use in the multimedia products described in the
Foundry Sale Agreement and does not include any Intellectual Property
related to the Third Party Foundry Products.
1.4 "Fairchild Licensed IP" means all rights to Intellectual
Property licensed by Fairchild to Samsung pursuant to Section 3 hereof
1.5 "Samsung Trademark" means any Trademarks owned or
controlled by Samsung used with or embedded on the Business Products,
or such manuals, boxes, packages or other printed materials associated
therewith.
1.6 "Third Party Foundry Product" means any products
manufactured by Samsung at Bucheon Facility prior to the Closing Date
for a customer not Affiliated with Samsung based on such customer's
proprietary design, mask set, process, specification or other technical
data under a foundry services agreement set forth in Schedule 1.6
hereto.
2. LICENSE GRANT TO FAIRCHILD
2.1 LICENSED TECHNOLOGY
(a) As of the Closing Date and subject to the terms and
conditions of this Agreement, Samsung hereby grants
to Fairchild a perpetual, worldwide, paid-up,
royalty-free, non-exclusive, non-transferable,
personal license under the Licensed Technology to use
in connection with the Business or to design,
develop, make, have made, use, offer for sale,
import, package, sell or modify any Business Product
or Derivative Product. Fairchild shall have no right
to sublicense the Licensed Technology.
(b) The license granted herein this Section 2.1 under any
Licensed Technology which is not owned by Samsung
shall be limited for the life of Samsung's existing
license relating to each such Licensed Technology.
(c) If during the two year period following the Closing,
Samsung becomes aware of or Fairchild brings to the
attention of Samsung, any Licensed Technology not
disclosed to Fairchild under the Business Transfer
Agreement as of the Closing, then such Licensed
Technology shall be
2
<PAGE> 3
licensed to Fairchild pursuant to Section 3.5(h) of
the Business Transfer Agreement.
2.2 SOFTWARE
(a) As of the Closing Date and subject to the terms and
conditions of this Agreement, Samsung hereby grants
to Fairchild a worldwide, paid-up, royalty-free,
non-exclusive, non-transferable personal license to
use home-grown software exclusively designed by
Samsung ("Home-Grown Software") for which Samsung has
full right to sublicense without obtaining the
consent of, or paying consideration to any third
party for any part of such Home-Grown Software, to
use in connection with the Business or to design,
develop, make, have made, use, offer for sale,
import, package, sell or modify any Business Product
or Derivative Product. Fairchild shall have no right
to sublicense such Home-Grown Software.
(b) As of the Closing Date and subject to the terms and
conditions of this Agreement, Samsung hereby grants
to Fairchild a worldwide, paid-up, royalty-free,
non-exclusive, non-transferable personal license to
use the SAP R/3 software, to use in connection with
the Business or to design, develop, make, have made,
use, offer for sale, import, package, sell or modify
any Business Product or Derivative Product for the
life of Samsung's existing license relating to SAP
R/3 software. Fairchild shall have no right to
sublicense SAP R/3 software.
(c) As of the Closing Date and subject to the terms and
conditions of this Agreement, Samsung hereby agrees,
at its sole cost and expense and bearing the costs of
all transfer fees, to transfer to Fairchild, software
licenses relating to commercial off-the-shelf
software which is used by Samsung in connection with
the Business pursuant to company wide license
agreements; provided, however, that the on-going,
costs and expenses related to such software accrued
after the Closing Date will be borne solely by
Fairchild. Further, Samsung shall use its reasonable
Efforts to provide cost-free transfers to Fairchild
of other software licenses used in connection with
the Business.
2.3 LIMITATION
Notwithstanding any provisions under this Section 2,
the Licensed Technology will be permitted to be used
so long as the use does not compete with Samsung
directly or indirectly.
3
<PAGE> 4
3. LICENSE GRANT TO SAMSUNG
As of the Closing Date and subject to the terms and conditions of this
Agreement, Fairchild hereby grants to Samsung a perpetual, worldwide,
paid-up, royalty-free, nonexclusive, non-transferable, personal license
under the Assigned Technology to use and exploit any Assigned
Technology, and to retain copies of any tangible items and related
technical information of or concerning such Assigned Technology, to the
extent any such rights, items and/or information are necessary for (i)
the fulfillment of Samsung's contractual obligations to any third
parties pursuant to the existing agreements or arrangements made prior
to the Closing, (ii) the prosecution, defense, and/or settlement of any
claims or actions arising in connection with any agreements or the
conduct, activities, products or services of businesses prior to the
Closing Date; provided that, in no event, may Samsung enter into any
settlement or take any action which limits or otherwise compromises the
right, title and interests of Fairchild or any transferee or assignee
of the Conveyed Assets or rights of Fairchild or any assignee of
Fairchild, under any licenses granted by Samsung to Fairchild, or (iii)
the operation of Samsung's business activities other than activities of
the Business. Notwithstanding the foregoing, nothing in this Section 4
shall be interpreted to allow Samsung to directly or indirectly,
compete with the Business as set forth in the covenant not to compete
in Section 5.13(a) of the Business Transfer Agreement.
4. COVENANT NOT TO SUE
(a) Samsung agrees and covenants to the extent it has the right to
do so, that neither Samsung nor its Affiliates shall assert
against Fairchild, any right of Samsung or its Affiliates in
Licensed Technology with respect to the manufacture, use or
sale of Business Products or Derivative Products by Fairchild.
(b) Fairchild agrees and covenants to the extent it has the right
to do so, that neither Fairchild nor its Affiliates shall
assert against Samsung, any right of Fairchild or its
Affiliates in any Fairchild Licensed IP with respect to the
use or exploitation of such Fairchild Licensed IP by Samsung
contemplated by Section 4 hereof.
5. NO IMPLIED LICENSES
Except for the licenses expressly granted in this Agreement, neither
Party grants to the other Party by implication, estoppel or otherwise
any license or other right to any of its Intellectual Property. In
addition, neither Party grants any license, release or other right
expressly, by implication, by estoppel or otherwise to any third party.
6. CONFIDENTIALITY
Each Party shall protect the other's Confidential Information from
unauthorized dissemination and use with the same degree of care that
such party uses to protect its own
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like information. Neither Party will use the other's Confidential
Information except as permitted by the licenses hereunder or for
purposes other than those necessary to directly further the purposes of
this Agreement. Except as permitted by the licenses hereunder or as
required by law or order of any governmental authority (provided that
such disclosure will be done under reasonable steps to protect
confidentiality, such as a protective order), neither Party will
disclose to any third parties the other's Confidential Information
without the prior written consent of the-other Party. Except as
expressly provided in this Agreement, no ownership or license rights is
granted in any Confidential Information. The Parties' obligations of
confidentiality under this Agreement shall not be construed to limit
either Party's right to independently develop or acquire products
without use of the other Party's Confidential Information. The
confidentiality obligations of the Parties under this Agreement shall
terminate with respect to any specific Confidential Information five
(5) years from the date of receipt thereof.
7. REPRESENTATIONS & WARRANTIES; DISCLAIMERS; INDEMNITY
7.1 REPRESENTATIONS, WARRANTIES & INDEMNITY
(a) Samsung hereby represents and warrants, except as
disclosed in Schedule 3.5 to the Business Transfer
Agreement, that (i) it has the right to make the
license grants provided herein and otherwise to
perform its obligations under this Agreement, and
that such license grants do not violate or conflict
with any agreement to which Samsung is a party or by
which it is bound and (ii) this Agreement has been
duly executed and delivered by Samsung and, assuming
the due execution hereof by Fairchild, this Agreement
constitutes the legal, valid and binding obligation
of Samsung, enforceable in accordance with its terms.
With respect to the licenses to Licensed Technology
granted to Fairchild under this Agreement, Samsung's
representations, warranties and indemnification shall
be construed and governed by and subject to the
provisions of the Business Transfer Agreement,
including but not limited to Sections 3.5, 5.11 and
5.23 of the Business Transfer Agreement.
(b) Fairchild represents and warrants that (i) it has the
full power and authority to enter into this Agreement
and (ii) this Agreement has been duly executed and
delivered by Fairchild and, assuming the due
execution hereof by Samsung, this Agreement
constitutes the legal, valid and binding obligation
of Fairchild, enforceable in accordance with its
terms.
7.2 DISCLAIMERS
EXCEPT AS EXPRESSLY PROVIDED IN THE BUSINESS TRANSFER
AGREEMENT AND IN SECTION 7.1 HEREOF, THE LICENSED TECHNOLOGY
IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY,
AND SAMSUNG DISCLAIMS ANY
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AND ALL FURTHER REPRESENTATIONS AND WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT, WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT.
8. LIMITATION OF LIABILITIES
(a) Samsung's liability under this Agreement is limited to and
subject to Sections 5. 11 and 5.23 of the Business Transfer
Agreement.
(b) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. GENERAL
9.1 EFFECTIVE DATE
The Parties' obligations under this Agreement are conditioned
upon the Closing, the occurrence of which is subject to
various conditions set forth in the Business Transfer
Agreement. This Agreement shall become operative if and when
the Closing occurs and shall be null and void if this Closing
does not occur for any reason.
9.2 RELATIONSHIP OF THE PARTIES
This Agreement does not create a fiduciary or agency
relationship between Samsung and Fairchild, each of which
shall be and at all times remain independent companies for all
purposes hereunder. Nothing in this Agreement is intended to
make either Party a general or special agent, joint venturer,
partner or employee of the other for any purpose.
9.3 COUNTERPARTS
This Agreement may be executed in two or more counterparts,
all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have
been signed by each of the Parties and delivered to the other
party.
9.4 GOVERNING LAW; CONSENT TO JURISDICTION
This Agreement shall be governed by and construed in
accordance with the laws of the Republic of Korea without
reference to the choice of law principles thereof The Samsung
and Fairchild consent to and hereby submit to the
non-exclusive
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jurisdiction of the Seoul District Court located in the
Republic of Korea in connection with any action, suit or
proceeding arising out of or relating to this Agreement, and
each of the Parties hereto irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an
inconvenient forum.
9.5 ENTIRE AGREEMENT
This Agreement (including agreements incorporated herein),
Business Transfer Agreement, the Confidentiality Agreement and
the Schedules and Exhibits hereto contain the entire agreement
between the Parties with respect to the subject matter hereof
and there are no agreements, understandings, representations
or warranties between the Parties other than those set forth
or referred to herein.
9.6 NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement, express or implied, is intended to
or shall confer on any Person other than the Parties hereto
and their respective successors or assigns any rights
(including third-party beneficiary rights), remedies,
obligations or liabilities under or by reason of this
Agreement. This Agreement shall not provide third parties with
any remedy, claim, liability, reimbursement, cause of action
or other right in excess of those existing without reference
to the terms of this Agreement.
9.7 INTERPRETATION; ABSENCE OF PRESUMPTION
(a) For the purposes hereof, (i) words in the singular
shall be held to include the plural and vice versa
and words of one gender shall be held to include the
other gender as the context requires, (ii) the terms
"hereof," "herein," and "herewith" and words of
similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole
(including all of the Schedules hereto) and not to
any particular provision of this Agreement, and
Article, Section, paragraph and Schedule references
are to the Articles, Sections, paragraphs and
Schedules to this Agreement unless otherwise
specified, (iii) the word "including" and words of
similar import when used in this Agreement means
"including, without limitation," unless the context
otherwise requires or unless otherwise specified,
(iv) the word "or" shall not be exclusive, (v)
provisions shall apply, when appropriate, to
successive events and transactions, and (vi) all
references to any period of days shall be deemed to
be to the relevant number of calendar days.
(b) This Agreement shall be construed without regard to
any presumption or rule requiring construction or
interpretation against the Party drafting or causing
any instrument to be drafted.
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9.8 FORCE MAJEURE
A Party shall not be liable for a failure or delay in the
performance of any of its obligations under this Agreement
where such failure or delay is the result of conditions beyond
the control of said Party, such as fire, flood, or other
natural disaster, act of God, war, embargo, riot, labor
dispute, or the intervention of any government authority,
providing that the Party failing in or delaying its
performance immediately notifies the other Party of its
inability to perform and states the reason for such inability.
9.9 PUBLICITY
Neither Party shall, without the approval of the other Party,
make any press release or other public announcement concerning
the terms of the transactions contemplated by this Agreement,
except as and to the extent that any such Party shall be so
obligated by law or pursuant to a lawful request of a
government agency.
9.10 FURTHER ASSURANCES
Each Party shall cooperate and take such action as may be
reasonably requested by another Party in order to carry out
the provisions and purposes of this Agreement and the
transactions contemplated hereby.
9.11 EXPORT CONTROL
The Parties shall comply with any and all export regulations
and rules now in effect or as may be issued from time to time
by the Office of Export Administration of the United States
Department of Commerce, Korean governmental authority, or any
other governmental authority which has jurisdiction relating
to the export of technology.
9.12 NOTICES
All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally,
sent by documented overnight delivery service or, to the
extent receipt is confirmed, telecopy, telex or other
electronic transmission service to the appropriate address or
number as set forth below.
Notices to Samsung shall be addressed to:
Samsung Electronics Co., Ltd.
Samsung Main Building
250, 2-Ka, Taepyung-Ro, Chung-Ku
Seoul, Korea
Attention: Director, Legal Department
Telecopy No.: 822-727-7179
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With a copy to:
Bae, Kim & Lee
Hankook Tire Bldg. 647-15
Yoksam-Dong, Kangnam-Gu
Seoul 135-723, Korea
Attention: Kap-You Kim
Telecopy No.: 822-3404-0001
or at such other address and to the attention of such other
Person as Samsung may designate by written notice to
Fairchild.
Notices to Fairchild shall be addressed to:
Fairchild Korea Semiconductor, Ltd.
82-3, Todang-Dong, Wonmi-Ku.
Bucheon, Kyunggi-Do
Korea
Attention: President
Telecopy No.: 8232-683-1199
Fairchild Semiconductor Corporation
333 Western Avenue, M.S. 01-00
South Portland, Maine 04106
Attention: Daniel E. Boxer, Esq., Executive Vice President and
General Counsel
Telecopy No. 1-207-761-6020
with a copy to:
Kim & Chang
223 Naeja-Dong, Chongro-Ku
Seoul 110-053, Korea
Attention: Y.J. Ro
Telecopy No.: 822-737-9091
or at such other address and to the attention of such other
Person as Fairchild may designate by written notice to
Samsung.
9.13 ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit
of the Parties hereto and their respective successors and
assigns; provided, however, that no party hereto will assign
its rights or delegate its obligations under this Agreement
without the express prior written consent of each other Party
hereto, except that (i) Fairchild may assign its rights
hereunder as collateral security to any bona fide
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financial institution engaged in acquisition financing in the
ordinary course providing financing to consummate the
transactions contemplated hereby or any bona fide financial
institution engaged in acquisition financing in the ordinary
course through which such financing is refunded, replaced or
refinanced and any of the foregoing financial institutions may
assign such rights in connection with a sale of Fairchild in
the form then being conducted by Fairchild substantially as an
entirety, and (ii) Samsung and Fairchild each may assign its
rights and obligations under this Agreement to any Entity that
succeeds to substantially all of its assets and liabilities.
9.14 HEADINGS; DEFINITIONS
The section and article headings contained in this Agreement
are inserted for convenience of reference only and will not
affect the meaning or interpretation of this Agreement. All
references to Sections or Articles contained herein mean
Sections or Articles of this Agreement unless otherwise
stated.
9.15 AMENDMENT
This Agreement may not be amended, modified, superseded,
canceled, renewed or extended except by a written instrument
signed by the Party to be charged therewith.
9.16 WAIVER; EFFECT OF WAIVER
No provision of this Agreement may be waived except by a
written instrument signed by the party waiving compliance. No
waiver by any party hereto of any of the requirements hereof
or of any of such Party's rights hereunder shall release the
other Parties from full performance of their remaining
obligations stated herein. No failure to exercise or delay in
exercising on the part of any Party hereto any right, power or
privilege of such Party shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or
privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege by such
Party.
9.17 SPECIFIC PERFORMANCE
The Parties hereto each acknowledge that, in view of the
uniqueness of the subject matter hereof, the Parties hereto
would not have an adequate remedy at law for money damages in
the event that this Agreement were not performed in accordance
with its terms, and therefore agree that the parties hereto
shall be entitled to specific enforcement of the terms hereof
in addition to any other remedy to which the parties hereto
may be entitled at law or in equity.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on their behalf as of the date first written above.
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Kim Suk
------------------------------
Name:
----------------------------
Title:
---------------------------
FAIRCHILD KOREA SEMICONDUCTOR, LTD.
BY: /s/ Joseph R. Martin
------------------------------
Name: JOSEPH R. MARTIN
-----------------------------
Title: EXEC. V.P.
----------------------------
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SCHEDULE 1.6 TO INTELLECTUAL PROPERTY AGREEMENT
THIRD PARTY FOUNDRY SERVICES AGREEMENT
Customer: IXYS Corporation (San Jose, U.S.A.)
Term: Agreement executed on June 21st, 1995, as amended on March 28th,
1996 and further on March 13th, 1998.
This Agreement as amended is effective until December 31st, 2002.
The term of this agreement may be further extended by the period
to be agreed between Samsung and IXYS. Fairchild has agreed to
carve-out this agreement as further extended by Samsung and IXYS
from the non-competition set forth under the Business Transfer
Agreement.
Description: Samsung is required to fabricate and supply MOSFET and IGBT in
wafer form based on certain IXYS manufacturing packages including
IXYS's proprietary mask sets and processes which are different
from those of Samsung for general Business Products.
The Sales of IXYS foundry products are made on the account of
Samsung's ASIC business unit (which is not a part of the power
device business unit to be transferred under the Purchase
Agreement), but some portion of IXYS foundry products is still
fabricated at the Facilities although major portion is fabricated
at Kiheung Plant.
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Exhibit 10.42
EXECUTION COPY
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ("Agreement") is made and entered into
this 13th day of April, 1999 (the "Closing Date") by and between Samsung
Electronics Co., Ltd., corporation organized under the laws of the Republic of
Korea ("Samsung") and Fairchild Korea Semiconductor Ltd., a corporation
organized under the laws of the Republic of Korea ("Fairchild"). Either Samsung
or Fairchild may be referred to herein as a "Party" or together as the
"Parties," as the case may require. Unless otherwise defined herein, capitalized
terms used herein shall have the meaning ascribed to such term in the business
transfer agreement, dated as of December 20, 1998 (the "Business Transfer
Agreement"), by and between Samsung and Fairchild Semiconductor Corporation.
RECITALS
WHEREAS, Samsung and Fairchild Semiconductor Corporation have entered
into the Business Transfer Agreement pursuant to which Fairchild will acquire
all of the Conveyed Assets and assume all of the Assumed Liabilities upon the
terms and conditions set forth in the Business Transfer Agreement; and
WHEREAS, pursuant to the Business Transfer Agreement, Samsung has
agreed to grant to Fairchild a temporary license for the use of Samsung
Trademarks; and
WHEREAS, the execution and delivery of this Agreement is required by
the Business Transfer Agreement and is a condition to the closing of the
transactions contemplated thereunder.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants and undertakings contained herein, the Parties hereto, intending to be
legally bound hereby, do agree as follows:
I. DEFINITIONS
Capitalized terms herein shall have the meanings given them in the
Business Transfer Agreement unless otherwise defined herein set forth below.
1.1 "Business Product" means any MOSFET, power transistor
(including Small Signal TRS and Power TRS), diode, motor IC,
standard linear IC, SPS, IGBT or other power device
manufactured, marketed, under design or development or sold by
the Business on the Closing Date, or historically manufactured
by the Business, except for a range of multimedia products
described in the Foundry Sale Agreement and Third Party
Foundry Product.
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1.2 "Business Product Code" means any product or part
identification code adopted by Samsung for the Business
Product as of the Closing Date.
1.3 "Die" means a Business Product prior to its incorporation into
a Package.
1.4 "Device" means one or more Dies mounted in a Package.
1.5 "Masks" means the masks used by the Business at Bucheon
Facility in the manufacture of Dies which include Samsung
Trademarks. The Masks, when used to manufacture Dies will form
an image of Samsung Trademarks in various layers that form the
semiconductor circuits in Dies.
1.6 "Package" means a specific type of an enclosure for
encompassing a Die including electrical contacts thereto, used
by the Business as of the Closing Date which include Samsung
Trademarks and Business Product Code.
1.7 "Packaging" means containers, boxes, tubes, and the like used
to ship the Business Products.
1.8 "Printed Material" means brochures, manuals, data books and
other sales and marketing information used in the sale, or for
marketing of the Business Products.
1.9 "Samsung Trademark" means any Trademarks owned or controlled
by Samsung used with or embedded on Masks, Printed Materials,
or Packaging.
2. LICENSE
Subject to the terms and conditions of this Agreement:
2.1 MASKS & PACKAGES
As of the Closing Date and subject to the terms of this
Agreement, Samsung hereby grants to Fairchild a worldwide,
royalty-free, non-exclusive, non-transferable, personal
license (with no right to sublicense) under Samsung Trademarks
to use Samsung Trademarks as embedded in the presently
existing Masks and/or Packages to manufacture Dies and to sell
such Dies and/or Devices including Dies as long as the
continuing use of Samsung Trademarks embedded on such Masks
are still necessary to avoid retooling, requalification of
existing Business Products or customer disruption.
Notwithstanding the foregoing, Fairchild shall use its good
faith efforts to discontinue the use of Samsung Trademarks on
the Masks and the Packages and to replace with Fairchild's own
trademarks and identification thereon. In the event that
Fairchild revises or otherwise modifies a Mask in any way
which requires retooling, customer's
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requalification or change of the Business Product Code, any
license granted to use the Samsung Trademarks on the modified
Mask shall terminate, and Fairchild shall not include any of
Samsung Trademarks on such modified masks. In the event that
Fairchild makes any mask for new product other than Masks for
the Business Products, the license granted herein shall not be
applied to such new mask and Fairchild shall not include any
of Samsung Trademarks thereon. In the event that any Business
Product is obsolete, Fairchild shall no longer have licenses
granted herein this Agreement. In the event any specific type
of presently existing Package encompasses any Die other than
the specific types of Dies presently encompassed by such
Package, such package shall be construed as a new package and
Fairchild shall not have any right to use any of Samsung
Trademarks and Business Product Code on such package, provided
however Fairchild may use Samsung Trademarks and Business
Product Code on such Die as embedded on the Mask for such Die.
2.2 BUSINESS PRODUCT CODE
As of the Closing Date and subject to the terms of this
Agreement, Samsung hereby grants to Fairchild a worldwide,
royalty-free, non-exclusive, non-transferable, personal
license (with no right to sublicense) to use the Business
Product Codes in relation to the manufacture and sale of the
Dies as long as the continuing use of the Business Product
Codes are still necessary to avoid retooling, requalification
of existing Business Products or customer disruption.
Notwithstanding the foregoing, Fairchild shall use its good
faith efforts to discontinue the use of the Business Product
Codes and to replace with Fairchild's own product
identification code.
2.3 INVENTORY
It is understood that in the event the Samsung Trademarks are
included on completed finished Dies and/or Devices in
inventory at the Business as of the Closing Date, such
completed Devices and/or Dies may be resold by Fairchild with
such Trademarks thereon until the inventory is exhausted.
2.4 PACKAGING & PRINTED MATERIALS
As to Packaging and Printed Materials, Fairchild agrees to
remove or cover any of Samsung Trademarks (except for the
Business Product Code) on existing Packaging and Printed
Materials, if any, prior to the use, or disposition thereof,
and to replace with and apply Fairchild's own trademarks on
any and all Packaging and Printed Materials promptly after the
Closing Date, but not later than the end of April, 1999.
2.5 MANUFACTURER IDENTIFICATION
Fairchild shall assure and implement, through date coding or
some other methods mutually agreed by the Parties, on the Dies
and Devices to avoid confusion by any
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third parties in determining whether such Dies/Devices were
made by Fairchild or Samsung when such Dies are using Samsung
Trademarks.
2.6 NO OTHER LICENSE
Except for the license for the use of Samsung Trademarks and
Business Product Codes expressly granted in the Sections 2.1,
2.2 and 2.3 above, no license right whatsoever is granted to
Fairchild directly or indirectly pursuant to this Agreement.
3. OWNERSHIP & COMPLIANCE
(a) Fairchild acknowledges that the Samsung Trademarks and the
Business Product Codes are the exclusive and sole property of
Samsung and Samsung will retain full ownership of the Samsung
Trademarks and the Business Product Codes and all rights
appurtenant thereto, and that all use of the Samsung
Trademarks and the Business Product Codes by Fairchild shall
inure to the sole benefit of Samsung.
(b) Fairchild agrees not to adopt or use any other mark, logo or
identification that is confusingly similar to the Samsung
Trademarks.
(c) Fairchild agrees that it shall use its Best Efforts to avoid
endangering the validity of Samsung Trademarks including
complying with all laws or regulations of all countries where
its products are sold. Should the compliance with the laws or
regulations of the country result in the potential dilution or
loss of trade name or trademarks of Samsung in the Samsung
Trademarks, Fairchild shall promptly notify Samsung of the
same and Fairchild shall take such actions as may be
reasonably required by Samsung from time to time to preserve
the validity of Samsung Trademarks.
(d) Fairchild agrees that it shall fully comply with Samsung's
guidelines, provided to Fairchild from time to time, for the
use of Samsung Trademarks.
(e) Fairchild shall identify such Masks and Business Product Codes
which Fairchild is still using for the Business Products after
each one (1) year period from the Closing and provide Samsung
with the list of such Masks and Business Product Codes within
thirty (30) days from Samsung's notice to Fairchild after
expiration of each preceding one (1) year period.
4. QUALITY CONTROL
To protect the value of Samsung Trademarks, Fairchild agrees that the
manufacture of the Business Products shall be substantially at least equivalent
in quality to the Business Products presently being manufactured and sold by
Samsung with respect to materials, workmanship, and performance. Samsung
reserves the right to inspect the quality of the Business Products sold or
disposed of by Fairchild under Samsung Trademarks in order to ensure that the
quality is as
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aforesaid and for the purpose of maintaining in full force and effect Samsung's
rights to and in Samsung Trademarks under the applicable trademark laws. From
time to time during normal business hours and in such manner so as not to
disrupt Fairchild's business, Samsung may send representatives to the plants of
Fairchild to consult with and advise Fairchild with respect to Fairchild's
quality control of the Business Products.
5. REPRESENTATIONS & WARRANTIES; DISCLAIMERS; INDEMNITY
5.1 REPRESENTATIONS & WARRANTIES
(a) Samsung hereby represents and warrants that (i) it
has the right to make the license grants provided and
that such license grants do not violate or conflict
with any agreement to which Samsung or any of its
Affiliates is a party or by which any of them is
bound and (ii) this Agreement has been duly executed
and delivered by Samsung and, assuming the due
execution hereof by Fairchild, this Agreement
constitutes the legal, valid and binding obligation
of Samsung, enforceable in accordance with its terms.
(b) Fairchild hereby represents and warrants that (i) it
has the full power and authority to enter into this
Agreement and (ii) this Agreement has been duly
executed and delivered by Fairchild and, assuming the
due execution hereof by Samsung, this Agreement
constitutes the legal, valid and binding obligation
of Fairchild, enforceable in accordance with its
terms.
5.2 DISCLAIMERS
EXCEPT FOR THE WARRANTY SPECIFICALLY PROVIDED HEREIN THIS
SECTION 5 ABOVE, SAMSUNG MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR USE.
5.3 INDEMNIFICATION
(a) Fairchild agrees to indemnify, defend, and hold
harmless with respect to any claims, charges, or
litigation by third parties against Samsung based
upon the quality, safety, reliability, performance,
or marketability of any of the Business Products
manufactured and marketed by Fairchild or based upon
any injury to persons or property involved in the use
of such Business Products that involve Fairchild's
use of Samsung Trademarks as long as such is
attributable to Fairchild, or caused by Fairchild's
breach of any representation, warranty or other
obligation stated under this Agreement.
(b) Samsung agrees to indemnify, defend, and hold
harmless with respect to any claims, charges, or
litigation by third parties against Fairchild caused
by
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Samsung's breach of any representation, warranty or
other obligation stated under this Agreement.
6. TERMINATION
(a) The term of this Agreement is ten (10) years from the Closing
Date unless earlier terminated in accordance with this Section
6 below.
(b) Samsung shall have the right to terminate the license granted
in this Agreement if Fairchild defaults in performing any of
the terms and conditions of this Agreement and shall fail to
remedy such default within thirty (30) days after receiving
written notice thereof from Samsung. The licenses granted in
this Agreement shall automatically terminate, effective
immediately upon the event that Fairchild shall be adjudged
bankrupt; become insolvent; make an assignment for the benefit
of creditors; have a receiver or trustee appointed; file a
petition for bankruptcy; initiate reorganization proceedings
or take steps toward liquidation; or lose, dispose or have
expropriated substantially all of its assets.
(b) Upon expiration and/or termination of this Agreement, the
licenses granted shall terminate, Fairchild shall immediately
discontinue use of Samsung Trademarks and Business Product
Codes, and Fairchild shall not use any marks, logos, product
codes or other identification confusingly similar to Samsung
Trademarks and Business Product Codes.
7. GENERAL
7.1 EFFECTIVE DATE
Samsung's license grant to Fairchild under this Agreement are
conditioned upon the Closing, the occurrence of which is
subject to various conditions set forth in the Business
Transfer Agreement. This Agreement shall become operative if
and when the Closing occurs and shall be null and void if the
Closing does not occur for any reason.
7.2 RELATIONSHIP OF THE PARTIES
This Agreement does not create a fiduciary or agency
relationship between Samsung and Fairchild, each of which
shall be and at all times remain independent companies for all
purposes hereunder. Nothing in this Agreement is intended to
make either Party a general or special agent, joint venturer,
partner or employee of the other for any purpose.
7.3 COUNTERPARTS
This Agreement may be executed in two or more counterparts,
all of which shall be considered one and the same agreement,
and shall become effective when one
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or more counterparts have been signed by each of the Parties
and delivered to the other party.
7.4 GOVERNING LAW; CONSENT TO JURISDICTION
This Agreement shall be governed by and construed in
accordance with the laws of the Republic of Korea without
reference to the choice of law principles thereof. The Samsung
and Fairchild consent to and hereby submit to the
non-exclusive jurisdiction of the Seoul District Court located
in the Republic of Korea in connection with any action, suit
or proceeding arising out of or relating to this Agreement,
and each of the Parties hereto irrevocably waives, to the
fullest extent permitted by law, any objection which it may
now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an
inconvenient forum.
7.5 ENTIRE AGREEMENT
This Agreement (including agreements incorporated herein),
Business Transfer Agreement, the Confidentiality Agreement and
the Schedules and Exhibits hereto or thereto contain the
entire agreement between the Parties with respect to the
subject matter hereof and there are no agreements,
understandings, representations or warranties between the
Parties other than those set forth or referred to herein.
7.6 NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement, express or implied, is intended to
or shall confer on any Person other than the Parties hereto
and their respective successors or assigns any rights
(including third-party beneficiary rights), remedies,
obligations or liabilities under or by reason of this
Agreement. This Agreement shall not provide third parties with
any remedy, claim, liability, reimbursement, cause of action
or other right in excess of those existing without reference
to the terms of this Agreement.
7.7 INTERPRETATION; ABSENCE OF PRESUMPTION
(a) For the purposes hereof, (i) words in the singular
shall be held to include the plural and vice versa
and words of one gender shall be held to include the
other gender as the context requires, (ii) the terms
"hereof," "herein," and "herewith" and words of
similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole
(including all of the Schedules hereto) and not to
any particular provision of this Agreement, and
Article, Section, paragraph and Schedule references
are to the Articles, Sections, paragraphs and
Schedules to this Agreement unless otherwise
specified, (iii) the word "including" and words of
similar import when used in this Agreement means
"including, without limitation," unless the context
otherwise requires or unless otherwise specified,
(iv) the word "or" shall not
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<PAGE> 8
be exclusive, (v) provisions shall apply, when
appropriate, to successive events and transactions,
and (vi) all references to any period of days shall
be deemed to be to the relevant number of calendar
days.
(b) This Agreement shall be construed without regard to
any presumption or rule requiring construction or
interpretation against the Party drafting or causing
any instrument to be drafted.
7.8 FORCE MAJEURE
A Party shall not be liable for a failure or delay in the
performance of any of its obligations under this Agreement
where such failure or delay is the result of conditions beyond
the control of said Party, such as fire, flood, or other
natural disaster, act of God, war, embargo, riot, labor
dispute, or the intervention of any government authority,
providing that the Party failing in or delaying its
performance immediately notifies the other Party of its
inability to perform and states the reason for such inability.
7.9 FURTHER ASSURANCES
Each Party shall cooperate and take such action as may be
reasonably requested by another Party in order to carry out
the provisions and purposes of this Agreement and the
transactions contemplated hereby.
7.10 NOTICES
All notices hereunder shall be sufficiently given for all
purposes hereunder if in writing and delivered personally,
sent by documented overnight delivery service or, to the
extent receipt is confirmed, telecopy, telex or other
electronic transmission service to the appropriate address or
number as set forth below.
Notices to Samsung shall be addressed to:
Samsung Electronics Co., Ltd.
Samsung Main Building
250, 2-Ka, Taepyung-Ro, Chung-Ku
Seoul, Korea
Attention: Director, Legal Department
Telecopy No.: 822-727-7179
With a copy to:
Bae, Kim & Lee
Hankook Tire Bldg. 647-15
Yoksam-Dong, Kangnam-Gu
Seoul 135-723, Korea
Attention: Kap-You Kim
Telecopy No.: 822-3404-0001
8
<PAGE> 9
or at such other address and to the attention of such other
Person as Samsung may designate by written notice to
Fairchild.
Notices to Fairchild shall be addressed to:
Fairchild Korea Semiconductor, Ltd.
82-3, Todang-Dong, Wonmi-Ku.
Bucheon, Kyunggi-Do
Korea
Attention: President
Telecopy No.: 8232-683-1199
Fairchild Semiconductor Corporation
333 Western Avenue, M.S. 01-00
South Portland, Maine 04106
Attention: Daniel E. Boxer, Esq., Executive Vice President and
General Counsel
Telecopy No. 1-207-761-6020
with a copy to:
Kim & Chang
223 Naeja-Dong, Chongro-Ku
Seoul 110-053, Korea
Attention: Y.J. Ro
Telecopy No.: 822-737-9091
or at such other address and to the attention of such other
Person as Fairchild may designate by written notice to
Samsung.
7.11 ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit
of the Parties hereto and their respective successors and
assigns; provided, however, that no party hereto will assign
its rights or delegate its obligations under this Agreement
without the express prior written consent of each other Party
hereto, except that (i) Fairchild may assign its rights
hereunder as collateral security to any bona fide financial
institution engaged in acquisition financing in the ordinary
course providing financing to consummate the transactions
contemplated hereby or any bona fide financial institution
engaged in acquisition financing in the ordinary course
through which such financing is refunded, replaced or
refinanced and any of the foregoing financial institutions may
assign such rights in connection with a sale of Fairchild in
the form then being conducted by Fairchild substantially as an
entirety, and (ii) Samsung and Fairchild each may assign its
rights and obligations under this Agreement to any Entity that
succeeds to substantially all of its assets and liabilities.
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7.12 HEADINGS; DEFINITIONS
The section and article headings contained in this Agreement
are inserted for convenience of reference only and will not
affect the meaning or interpretation of this Agreement. All
references to Sections or Articles contained herein mean
Sections or Articles of this Agreement unless otherwise
stated.
7.13 AMENDMENT
This Agreement may not be amended, modified, superseded,
canceled, renewed or extended except by a written instrument
signed by the Party to be charged therewith.
7.14 WAIVER; EFFECT OF WAIVER
No provision of this Agreement may be waived except by a
written instrument signed by the party waiving compliance. No
waiver by any party hereto of any of the requirements hereof
or of any of such Party's rights hereunder shall release the
other Parties from full performance of their remaining
obligations stated herein. No failure to exercise or delay in
exercising on the part of any Party hereto any right, power or
privilege of such Party shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or
privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege by such
Party.
7.15 INJUNCTIVE RELIEF
Fairchild agrees that Samsung shall have the right to a claim
for injunctive relief, in addition to monetary remedies
available under law or contract, in the event of any
repudiation or breach or attempted repudiation or breach, of
any term or condition hereunder, and Fairchild shall not
object to any such claim, it being acknowledged that for any
such claim, a remedy at law would be inadequate.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on their behalf as of the date first written above.
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Kim Suk
----------------------------
Name:
--------------------------
Title:
-------------------------
FAIRCHILD KOREA SEMICONDUCTOR, LTD.
By: /s/ Joseph R. Martin
-----------------------------
Name: JOSEPH R. MARTIN
---------------------------
Title: EXEC. V.P.
--------------------------
11
<PAGE> 1
Exhibit 10.43
EXECUTION COPY
ASSEMBLY AND TEST SERVICES AGREEMENT (ONYANG)
This Assembly and Test Services Agreement ("Agreement") is made and
entered into this 13th day of April 1999 (the "Effective Date") by and between
Samsung Electronics Co., Ltd., a corporation organized under the laws of the
Republic of Korea ("Samsung"), and Fairchild Korea Semiconductor Ltd., a
corporation organized under the laws of the Republic of Korea ("Fairchild").
Either Samsung or Fairchild may be referred to herein as a "Party" or together
as the "Parties," as the case may require.
RECITALS
WHEREAS, Samsung and Fairchild Semiconductor Corporation have entered
into a certain business transfer agreement dated as of December 20, 1998
("Business Transfer Agreement") and Fairchild Semiconductor Corporation has
assigned its rights thereunder to Fairchild, pursuant to which Fairchild will
acquire all of the Conveyed Assets and assume all of the Assumed Liabilities
(each as defined in the Business Transfer Agreement) upon the terms and
conditions set forth in the Business Transfer Agreement; and
WHEREAS, the Parties hereto desire to enter into an agreement as
contemplated and required by the Business Transfer Agreement whereby Samsung
will provide certain assembly and test services to Fairchild at its Onyang,
Korea facilities following the Closing (as defined in the Business Transfer
Agreement), in accordance with the terms and conditions of this Agreement; and
WHEREAS, the execution and delivery of this Agreement is required by
the Business Transfer Agreement and is a condition to the closing of the
transactions contemplated thereunder.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and undertakings contained herein, the Parties hereto, intending to be
legally bound hereby, do agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Unless otherwise defined herein, capitalized
terms used herein shall have the meaning ascribed to such term in the Business
Transfer Agreement.
"Device(s)" shall mean Fairchild's discretes and integrated circuits to
be assembled and/or tested by Samsung hereunder.
"Die(s)" shall mean the silicon die material, consigned by Fairchild to
Samsung in
<PAGE> 2
wafer form, from which Devices are assembled.
"Facilities" shall mean Samsung's assembly and test facilities,
located either at Onyang, Korea or at any subcontractor's workplace.
"Past Practices" shall mean the practices of Samsung's assembly and
testing services division at the Facilities and the Business occurring during
calendar year 1998, including, without limitation, practices relating to SPC
data, yield data, 8D reports, technical analysis, PQA support, failure analysis,
quality surveys and customers.
ARTICLE II
GENERAL REQUIREMENTS
Section 2.1 General Requirements
(a) Samsung shall provide assembly and test services hereunder
consistent with Past Practices at the Facilities.
(b) Fairchild shall consign to Samsung, free of charge, Dies
consistent with Past Practices and Fairchild's technical specifications on a CIF
Onyang, Korea Facilities basis. Samsung shall not be liable for any defective
Device to the extent such defect is a result of a defective Die supplied by
Fairchild.
ARTICLE III
PACKAGE/PROCESS CHANGES NOTIFICATION
Section 3.1 Package/Process Changes Notification
(a) If Samsung proposes to make any change affecting the
assembly processes, materials and/or suppliers affecting the Devices, Samsung
shall provide at least thirty (30) days prior written notice to Fairchild of the
intended change for Fairchild's consent, which shall not be unreasonably
withheld or delayed. Samsung shall be responsible for any cost increase arising
from any such change. Fairchild shall not be responsible for any loss incurred
as a result of Samsung's failure to timely provide notification of such change.
(b) Fairchild shall provide at least thirty (30) days prior
written notice to Samsung of any proposed change in Die design, layout
modification, fabrication process, test programs or other changes which may
impact upon Samsung's processing, handling or assembly of Devices. Fairchild
shall be responsible for any cost increase arising from any such change. Samsung
shall not be responsible for any assembly or test loss incurred as a result of
Fairchild's failure to provide timely notification of such change.
(c) Subject to the business requirements of both Parties, the
Parties agree to use their Best Efforts, consistent with Past Practices, to
promptly accommodate requests for urgent services or deliveries hereunder.
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<PAGE> 3
(d) Fairchild reserves the right to make changes to the
specifications that reflect improvements, developments or other technically
desired changes in the Devices. Fairchild shall notify Samsung of such requested
changes and Samsung shall respond within thirty (30) working days regarding the
feasibility, schedule and anticipated costs of implementing such change orders.
Once the Parties have agreed in writing to the engineering changes, schedule and
prices thereof, Samsung shall promptly take all measures required to incorporate
such change orders into the Devices. If either Samsung or Fairchild desires to
make any changes to the specifications, that Party shall notify the other Party
in writing and negotiate the changes in good faith, including any changes in
prices required by such modifications. A modification to any of the foregoing
will be binding only when a writing to which such modification is attached and
has been signed by both Parties.
ARTICLE IV
INSPECTION AND WARRANTY
Section 4.1 Inspection. Fairchild shall inspect the Devices within
five (5) days after delivery at its facility. Upon completion of such
inspection, Fairchild shall promptly report any damaged or defective Device in
any shipment. Fairchild reserves the right to reject any damaged or defective
Device.
Section 4.2 Express Warranty. Samsung warrants that the services
provided to Fairchild hereunder shall conform to all applicable specifications
and processes (or, in the absence of specifications, generally accepted industry
standards) consistent with Past Practices for assembly and/or test services and
shall be free from defects in material and Samsung's workmanship. Such warranty,
however, shall not apply to the design or operation of the Fairchild supplied
Dies incorporated in the Devices. This warranty is limited to a period of one
(1) year from the date of delivery to Fairchild. If, during the one year period:
(a) Samsung is notified promptly upon discovery in writing by
a reasonably detailed description of any such defect in any Device; and
(b) Samsung, upon being reasonably satisfied with such
description, requests Fairchild to return such Device, and Fairchild returns
such Device to the Facilities at Fairchild's expense for inspection; and
(c) Samsung's examination reveals that the Device is
defective, or if the Device is indeed defective, and the Device DOES NOT MEET
THE APPLICABLE specifications or is defective in materials or Samsung's
workmanship and such problems are not caused by accident, abuse, misuse,
neglect, improper storage, handling, packaging or installation, repair,
alteration or improper testing or use by someone other than Samsung, then
Samsung shall promptly credit Fairchild for such defective Device. Samsung shall
reimburse Fairchild for the transportation charges paid by Fairchild in
returning such defective Devices to Samsung. If such defective Devices were
caused by defective Die(s) supplied by Fairchild, Samsung shall be free from any
liabilities.
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<PAGE> 4
Section 4.3 Disclaimer. THE WARRANTY SET FORTH IN SECTION 4.2
CONSTITUTES SAMSUNG'S EXCLUSIVE LIABILITY, AND FAIRCHILD'S EXCLUSIVE REMEDY, FOR
ANY BREACH OF WARRANTY. EXCEPT AS SET FORTH IN SECTION 4.2, SAMSUNG MAKES AND
FAIRCHILD RECEIVES NO WARRANTIES ON THE SERVICES PERFORMED HEREUNDER, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AND SAMSUNG SPECIFICALLY DISCLAIMS ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE V
FORECASTS AND ORDERS
Section 5.1 Forecast. (a) All forecasts and demand for assembly and
testing services shall be consistent with Past Practices. Fairchild shall
provide a three (3) month rolling forecast to Samsung no later than ten (10)
days prior to the end of each month in terms of the volume of Dies and Devices,
respectively. In the event that actual orders from Fairchild for any given first
month of the forecast do not meet, in volume, the most recent forecast provided
by Fairchild for such month (the "Minimum Monthly Commitment"), Fairchild
shall, within thirty (30) days after the end of such month, pay to Samsung an
amount equal to the product of (x) the number of additional Devices which, if
ordered, would have satisfied the Minimum Monthly Commitment, multiplied by (y)
the price per Device, minus material costs, that Fairchild would have been
obligated to pay for the provision of assembly and testing services hereunder.
(b) Fairchild may change the forecast for any month in
accordance with the following table, provided that the maximum request of
Fairchild shall not exceed the assembly and test capacity of the Facilities
provided in accordance with Past Practices. Any changes outside of those
permitted under the following table must be by written agreement of the Parties.
<TABLE>
<CAPTION>
Monthly Period in
the Forecast Permitted Changes
----------------- -----------------
<S> <C>
First No change permitted
Second +/- 10%
Third +/- 15%
</TABLE>
Section 5.2 Orders. All requests for assembly and test services
between Samsung and Fairchild shall be initiated by Fairchild's issuance of
written service request orders with reasonable lead time sent by either
registered mail or facsimile followed by mail. Such service request orders shall
be submitted to Samsung on or before the tenth (10th) day prior to the end of
each month, describing the quantity and type of the products and shipping and
invoicing instructions requested by Fairchild for delivery the following month.
By written agreement of the Parties, service request orders may also be sent and
acknowledged by electronic data exchange or other mutually satisfactory system.
In the event of any conflict between the terms and conditions of this Agreement
and either Party's service request order, acknowledgment, or similar forms, the
Parties shall resolve such conflict in good faith.
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Section 5.3 Assured Capacity. Samsung shall dedicate assembly and test
capacity at the Facilities in accordance with Past Practices.
Section 5.4 Minimum Annual Order Volume. Annual orders from Fairchild
of Devices utilizing the packaging types set forth on Schedule 5.4 hereto shall
exceed eighty (80) percent, in volume, of the aggregate assembly and test
capacity of the Facilities set forth in Schedule 5.4 hereto. In the event that
annual orders from Fairchild do not exceed eighty (80) percent, in volume, of
such capacity, Fairchild shall, within thirty (30) days after the end of such
annual period, pay to Samsung an amount equal to the revenue which would have
been achieved had eighty (80) percent of the capacity been utilized, less an
amount reflecting variable costs attributable to such unutilized capacity.
ARTICLE VI
PRICES AND PAYMENT
Section 6.1 Prices. (a) Set forth in Schedule 6.1 hereto are the
prices, expressed in U.S. Dollars and subject to Section 6.1 (b), that
Fairchild shall pay to Samsung for assembly and test services hereunder during
the term of this Agreement. Such prices are on an EX WORKS Onyang, Korea
Facilities basis. The Parties acknowledge and agree that the prices in Schedule
6.1 hereto reflect the sum of Samsung's standard manufacturing costs, material
costs, interest and general and administrative expenses for the assembly and
test services hereunder in Korean Won, such costs, interest and expenses being
converted into U.S. Dollars at the exchange rate of 1200 Korean Won: 1 U.S.
Dollar.
(b) After the first anniversary of the Effective Date, the
prices set forth in Schedule 6.1 shall be reduced by 5% (the "Second Year
Prices") and after the second anniversary of the Effective Date, the Second Year
Prices shall be reduced by 5%. Any adjustment hereunder shall apply to the
prices beginning with the first calendar month following the first and second
anniversary of the Effective Date, respectively.
Section 6.2 PAYMENT. Prices shall be paid in U.S. Dollars by
telegraphic transfer. Payment terms are net thirty (30) days from the date of
tax invoice. Samsung may invoice Fairchild for complete or partial lots (kits),
and miscellaneous services may be invoiced separately.
Section 6.3 Miscellaneous Charges and Taxes. Fairchild shall pay, in
addition to the prices quoted or invoiced, the amount of any special handling
charges if such charges were paid by the Business in Past Practices. Fairchild
shall also pay all sales, use, VAT, excise or other similar tax applicable to
the sale of goods or provision of services covered by this Agreement, or
Fairchild shall supply Samsung with an appropriate tax exemption certificate.
Section 6.4 Interest on Late Payments. If Fairchild fails to make any
payment due hereunder by the date it is due, Fairchild shall pay to Samsung, in
addition to the amount of such payment due, a late charge of one-twentieth of
one percent (1/20%) of the outstanding amount per day from the due date of the
payment until finally paid.
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<PAGE> 6
Section 6.5 Prorated Charges. Should Fairchild terminate any order
prior to process completion, Fairchild shall be charged a prorated portion of
the full price of such Device subject to a negotiated adjustment, based on the
process termination point, including handling incurred by Samsung in processing
the total quantity started in assembly.
Section 6.6 Additional Services. For assembly and test services for
Devices not reflected in Schedule 6.1, terms shall be on an individual purchase
order basis at prices to be negotiated by the Parties; provided, however, that
for assembly and test services not reflected in Schedule 6.1 but which were
provided in Past Practices, the Parties shall negotiate in good faith to
determine prices for such services using a methodology consistent with that used
to determine the prices set forth in Schedule 6.1.
ARTICLE VII
DELIVERY
Section 7.1 Delivery. Samsung shall deliver assembled and/or tested
Devices on the delivery dates agreed to by the Parties. Delivery of 90% or more
of the volume of each Device published in the order and made within -7/+2 days
of the delivery date(s) agreed to by the Parties shall constitute timely
delivery. Delivery will be on an EX WORKS Onyang, Korea Facilities basis, at
which point delivery shall be deemed to be made and risk of loss and title shall
pass to Fairchild. Deliveries will be subject to incoming inspection as set
forth in Section 4.1.
Section 7.2 Late Delivery. If Samsung fails to timely deliver a
Device in accordance with Section 7.1, Fairchild shall have the right in its
sole discretion to cancel all or any part of the purchase order pertaining to
such Device. Any obligation of Fairchild under any commitment to Samsung under
this Agreement associated with such cancelled purchase order shall be discharged
in full and Fairchild shall have no liability whatsoever to Samsung thereof.
Section 7.3 Packing. All Devices delivered pursuant to the terms of
this Agreement shall be suitable, packed for shipment in containers specified by
Fairchild, marked for shipment to Fairchild's address set forth in the
applicable purchase order and delivered to a carrier or forwarding agent chosen
by Fairchild. Should Fairchild fail to designate a carrier, forwarding agent or
type of conveyance, Samsung shall make such designation in conformance with its
standard shipping practices. Delivery will be EX WORKS Onyang, Korea Facilities
basis, at which time risk of loss and title shall pass to Fairchild. Shipments
will be subject to incoming inspection as set forth in Section 4.1.
Section 7.4 Lot Integrity. To facilitate the inspection of deliveries
to Fairchild, lot integrity shall be maintained on all such deliveries, unless
specifically waived by mutual agreement of the Parties.
Section 7.5 Cancellation. Subject to the provisions of Section 5 and
its other obligations hereunder, Fairchild may cancel any purchase order upon 30
days written notice
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<PAGE> 7
prior to the commencement of manufacturing without charge, provided that
Fairchild reimburses Samsung for labor costs actually incurred by Samsung and
the cost of any raw materials purchased for such order to the extent such raw
materials are not used for any other products.
Section 7.6 Production Stoppages. Fairchild may request that Samsung
stop production of Devices in process for Fairchild's convenience, and Samsung
shall consider stopping depending on the point of process. In such event,
Fairchild shall pay for all Devices at the agreed price, subject to a negotiated
adjustment based upon the degree of completion of the Devices and whether or not
Samsung is able to use the unfilled capacity. Samsung shall, if reasonably
practicable, restart production of stopped Devices within a reasonable time
after receipt of a written request from Fairchild, subject to Fairchild's
payment of any additional expenses incurred.
Section 7.7 Partially Completed Inventory. In the event that
Fairchild elects to maintain an inventory of partially finished Devices,
ownership of the partially finished Devices shall pass to Fairchild when they
reach the holding point defined by the relevant process flow. Samsung shall
invoice Fairchild for such Devices, but they shall be stored under clean-room
conditions and remain in Samsung's processing WIP management system. Samsung
shall inform Fairchild of the number and types of these Devices remaining in
inventory at the end of each month. Further, the electronic records and physical
inventory shall be available for inspection by Fairchild at any time. Samsung
shall credit Fairchild with the amount previously invoiced for any such Devices
at such time as they are restarted in the process flow.
ARTICLE VIII
QUALITY CONTROL; INSPECTION; AND RELIABILITY
Section 8.1 Specifications. Samsung shall assemble and test Devices
in accordance with the specifications for the applicable Device. Prior to
shipment, Samsung shall perform the electrical parameter testing and other
inspections specified to be performed by it in the applicable specifications on
each Device lot manufactured. Samsung shall only ship those Device lots that
successfully pass the applicable specifications. Samsung shall electronically
provide Fairchild with the electrical test data specified in the applicable
specifications.
Section 8.2 Certification. Samsung warrants that it will maintain
IS09002/IS014000 certification throughout the term of this Agreement. Samsung
shall provide Fairchild notice of any audits and copies of any report or
correspondence relating to such or similar certifications.
ARTICLE IX
ON-SITE INSPECTION AND INFORMATION
Section 9.1 Inspection and EVALUATION. Samsung shall allow Fairchild
and/or Fairchild's customers to visit and evaluate the Facilities during normal
business hours as part of established source inspection programs, it being
understood and agreed between Fairchild and Samsung that Fairchild must obtain
the concurrence of Samsung for the scheduling of all such
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<PAGE> 8
visits, which concurrence shall not be unreasonably withheld.
Section 9.2 Information. Upon Fairchild's written request, Samsung
will provide Fairchild with process control information, including but not
limited to: process and electrical test yield results, current process
specifications and conformance to specifications; calibration schedules and logs
for equipment; environmental monitor information for air, gases and DI water;
documentation of operator qualification and training; documentation of
traceability through Samsung's operation; and Samsung verification information.
ARTICLE X
PRODUCT ENGINEERING SUPPORT
Section 10.1 Engineering Cooperation. The Parties will cooperate in
allowing Fairchild employees to have reasonable access to the Facilities during
the term of this Agreement (the "Fairchild Engineering Team"), in order to
assist in Device developments and improvements. Samsung will provide reasonable
office space to the Fairchild Engineering Team, if required on a temporary basis
not to exceed thirty (30) days per occurrence, at no expense to Fairchild.
Should the Fairchild Engineering Team require long-term, dedicated office space,
Fairchild agrees to pay Samsung the overhead cost associated with such space.
The Fairchild Engineering Team will comply with all applicable Samsung
regulations in force at the Facilities and Fairchild hereby agrees to hold
Samsung harmless for any damages or liability caused by any member of the
Fairchild Engineering Team, which are attributable to (i) the negligence or
willful malfeasance of such member and (ii) any failure by such member to comply
with Samsung's regulations in force at the Facilities or with applicable law.
Section 10.2 Assistance. Samsung shall assist the efforts of the
Fairchild Engineering Team and provide Fairchild with reasonable and timely
support. Samsung shall reasonably assist Fairchild in any efforts to identify
any reliability problems that may arise in a Device. Fairchild shall correct
Device related problems and Samsung shall correct all process related problems.
ARTICLE XI
TERM AND TERMINATION
Section 11.1 Term. The term of this Agreement shall be three years
from the Effective Date. Fairchild shall have the right to renew the term for an
additional three years upon written notice to Samsung at least six (6) months
prior to the end of the initial term, provided, however, that upon renewal the
terms of this Agreement shall be subject to renegotiation. If the Parties should
fail to reach agreement on the renegotiated terms for the renewal period, then
this Agreement shall terminate upon the expiration of the initial term.
Section 11.2 Termination. This Agreement may be terminated (i) upon
mutual agreement of the Parties; (ii) by Fairchild at any time after the
two-year anniversary of the Effective Date upon ninety (90) days prior written
notice to Samsung; or (iii) by one Party sending a written notice to the other
Party of the termination of this Agreement, which notice specifies the reason
for the termination, upon the happening of any one or more of the following
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<PAGE> 9
events:
(a) The other Party is the subject of a bankruptcy, corporate
reorganization or composition petition filed in a court of competent
jurisdiction, whether voluntary or involuntary, which petition in the event of
an involuntary petition is not dismissed within thirty (30) days; if a receiver
or trustee is appointed for all or a substantial portion of the assets of the
other Party; or if the other Party makes an assignment for the benefit of its
creditors; or
(b) The other Party fails to perform substantially any
material covenant or obligation, or breaches any material representation or
warranty provided for herein; provided, however, that no right of termination
shall arise hereunder until thirty (30) days after receipt of written notice by
the Party who has failed to perform from the other Party, specifying the failure
of performance, and said failure having not been remedied or cured during said
thirty (30) day period. For purposes of this section, material breach shall mean
a breach that would reasonably be expected to result in a serious adverse effect
on the non-breaching Party's business operations related to the Devices.
Section 11.3 Effect of Termination. Upon termination of this
Agreement, all rights granted hereunder shall immediately terminate and each
Party shall return to the other Party any property belonging to the other Party
which is in its possession. Fairchild's liability to Samsung for any costs or
expenses, including but not limited to materials, inventory and
work-in-progress, arising from any order placed by Fairchild with Samsung prior
to termination shall not be affected by the termination of this Agreement.
Nothing in this Article 11 is intended to relieve either Party of any liability
for any payment or other obligation existing at the time of termination. The
provisions of Sections 11.3, 12.1, 12.2, 14.1, 14.2, 14.3, 14.8, 14.10, 14.12,
14.17 and 14.18 shall survive the termination of this Agreement for any reason.
ARTICLE XII
CONFIDENTIALITY
Section 12.1 Confidentiality. Samsung and Fairchild agree that any
Confidential Information (as defined in the Confidentiality Agreement executed
between Samsung Electronics Co., Ltd. and Fairchild Semiconductor Corporation on
September 18, 1998) each Party discloses, generates or otherwise acquires under
this Agreement, as the case may be, shall be treated in accordance with the
terms and conditions of the Confidentiality Agreement. Samsung and Fairchild
further agree that, in the event the Confidentiality Agreement expires prior to
termination or expiration of this Agreement, the terms and conditions of the
Confidentiality Agreement shall continue to apply with respect to any
Confidential Information disclosed, generated or otherwise acquired under this
Agreement.
Section 12.2 Ownership and Maintenance of Data. All records, data
files (and the data contained therein), input materials, reports and other
materials provided to Samsung by Fairchild and derivative data computed or
processed therefrom (collectively the "Data") pursuant to this Agreement after
the Effective Date will be the exclusive property of Fairchild, and Samsung
shall not possess any interest, title, lien or right in connection therewith.
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<PAGE> 10
Samsung shall safeguard the Data to the same extent it protects its own similar
materials, but in no case in an unreasonable manner. Data shall not be used by
Samsung for any purpose other than in support of Samsung's obligations
hereunder. Neither the Data nor any part thereof shall be disclosed, sold,
assigned, leased or otherwise disposed of to third parties by Samsung or
commercially exploited by or on behalf of Samsung, its employees or agents. If a
Party determines that it is required to disclose any information pursuant to
applicable law or receives any demand under lawful process to disclose or
provide information of the other Party that is subject to the confidentiality
provisions hereof, such Party shall notify the other Party prior to disclosing
and providing such information and shall cooperate at the expense of the
requesting Party in seeking any reasonable protective arrangements requested by
such other Party. Subject to the foregoing, the Party that receives such request
may thereafter disclose or provide information to the extent required by such
law or by lawful process. Upon termination of this Agreement, Samsung shall
provide Fairchild reasonable access to retained Data for a period not to exceed
three (3) months following said termination whereupon, upon Fairchild's request,
such Data will be transferred to Fairchild at Fairchild's cost, except in the
event of termination by Fairchild under Section 11.2(b) by reason of Samsung's
material breach, in which case, such transfer will be made at Samsung's cost.
ARTICLE XIII
FORCE MAJEURE
Section 13.1 Force Majeure.
(a) A Party is not liable for a failure to perform any of its
obligations under this Agreement insofar as it proves that the failure was due
to force majeure.
(b) Force majeure within paragraph (a) above may result from
events including, but not limited to, (i) war, whether declared or not, riots,
acts of sabotage, explosions, fires, destruction of equipment/machines, or
inability to obtain raw materials, (ii) natural disasters, such as violent
storms, earthquakes, floods and destruction by lightning, (iii) the
intervention of any Governmental Authority, (iv) boycotts, strikes and lock-outs
of all kinds and work-stoppages and (v) any other cause, whether similar or
dissimilar to the foregoing, beyond the control of the Party claiming the
benefit.
(c) A Party seeking relief hereunder shall as soon as
practicable after the force majeure and its effects upon its ability to perform
became known to it give notice to the other Party of such force majeure.
ARTICLE XIV
MISCELLANEOUS
Section 14.1 Notices. All notices hereunder shall be sufficiently
given for all purposes hereunder if in writing and delivered personally, sent by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy or other electronic transmission
10
<PAGE> 11
service to the appropriate addresses or numbers as set forth below.
Notices to Samsung shall be addressed to:
Samsung Electronics Co., Ltd.
Samsung Main Building
250, 2-Ka, Taepyung-Ro, Chung-Ku
Seoul, Korea
Attention: Director, Legal Department
Telecopy No.: 822-727-7179
with a copy to:
Bae, Kim & Lee
Hankook Tire Bldg. 647-15
Yoksam-dong, Kangnam-gu
Seoul 135-723, Korea
Attention: Kap-You Kim
Telecopy No.: 822-3404-0001
or at such other address and to the attention of such other Person as Samsung
may designate by written notice to Fairchild.
Notices to Fairchild shall be addressed to:
Fairchild Korea Semiconductor Ltd.
82-3, Todang-Dong
Wonmi District
Puchon City, Kyonggi Province
Korea
Attention: President
Telecopy No.: (82 32) 683-1199
with copies to:
11
<PAGE> 12
Fairchild Semiconductor Corporation
333 Western Avenue, M.S. 01-00
South Portland, Maine 04106
Attention: Daniel E. Boxer
Telecopy No.: (01) (207) 761-6020
and to:
Kim & Chang
223 Naeja-Dong, Chongro-Ku
Seoul 110-053, Korea
Attention: Y.J. Ro
Telecopy No.: (82 2)-737-9091
Or at such other address and to the attention of such other Person as Fairchild
may designate by written notice to Samsung.
Section 14.2 Indemnification. (a) Each Party (the "Indemnifying
Party"), at its own expense and cost, shall defend any suit, claim or legal
proceeding against the other Party (the "Indemnified Party") for the
infringement of patents or trademark, or claims based on allegations of
copyright, trade secret or other proprietary right infringement, by the
Indemnifying Party. The Indemnifying Party shall pay all damages and costs which
may be awarded against the Indemnified Party because of such infringement by the
Indemnifying Party.
(b) The Indemnifying Party's duties under the immediately
preceding paragraph (a) are conditional upon the Indemnified Party furnishing to
the Indemnifying Party prompt written notice of the commencement of any suit or
proceeding or any claim of infringement and a copy of each written communication
relating to the alleged infringement, and giving to the Indemnifying Party
authority and reasonable assistance (at the Indemnifying Party's expense and
cost) to defend or settle such law suit, proceeding or claim. The Indemnifying
Party shall not be bound by any settlement made without its prior consent.
Section 14.3 Governing Law; Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the Republic
of Korea without reference to the choice of law principles thereof. Fairchild
and Samsung consent to and hereby submit to the non-exclusive jurisdiction of
the Seoul District Court located in the Republic of Korea in connection with any
action, suit or proceeding arising out of or relating to this Agreement, and
each of the Parties irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
Section 14.4 Effectiveness. The Parties' obligations under this
Agreement are conditioned upon the Closing, the occurrence of which is subject
to various conditions set forth in the Business Transfer Agreement. This
Agreement shall become operative if and when the Closing occurs and shall be
null and void if the Closing does not occur for any reason.
12
<PAGE> 13
Section 14.5 Headings; Definitions. The section and article headings
contained in this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement. All references
to Sections or Articles contained herein mean Sections or Articles of this
Agreement unless otherwise stated.
Section 14.6 Amendment. This Agreement may not be amended, modified,
superseded, canceled, renewed or extended except by a written instrument signed
by the Party to be charged therewith.
Section 14.7 Waiver; Effect of Waiver. No provision of this Agreement
may be waived except by a written instrument signed by the Party waiving
compliance. No waiver by any Party of any of the requirements hereof or of any
of such Party's rights hereunder shall release the other Party from full
performance of its remaining obligations stated herein. No failure to exercise
or delay in exercising on the part of any Party any right, power or privilege of
such Party shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege by such Party.
Section 14.8 Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be deemed invalid,
illegal or unenforceable to any extent or for any reason, such provision shall
be severed from this Agreement and the remainder of this Agreement and the
application thereof shall not be affected and shall be enforceable to the
fullest extent permitted by law. A provision which is valid, legal and
enforceable shall be substituted for the severed provision.
Section 14.9 No Third-Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended to or shall confer on any Person other than the
Parties and their respective successors or assigns any rights (including
third-party beneficiary rights), remedies, obligations or liabilities under or
by reason of this Agreement. This Agreement shall not provide third parties with
any remedy, claim, liability, reimbursement, cause of action or other right in
excess of those existing without reference to the terms of this Agreement.
Section 14.10 Interpretation; Absence of Presumption.
(a) For the purposes hereof, (i) words in the singular shall
be held to include the plural and vice versa and words of one gender shall be
held to include the other gender as the context requires, (ii) the terms
"hereof," "herein," and "herewith" and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement as a whole (including
all of the Schedules hereto) and not to any particular provision of this
Agreement, and Article, Section, paragraph and Schedule references are to the
Articles, Sections, paragraphs and Schedules to this Agreement unless otherwise
specified, (iii) the word "including" and words of similar import when used in
this Agreement means "including, without limitation," unless the context
otherwise requires or unless otherwise specified, (iv) the word "or" shall not
be exclusive, (v) provisions shall apply, when appropriate, to successive events
and transactions, and (vi) all references to any period of days shall be deemed
to be to the relevant number of calendar days.
13
<PAGE> 14
(b) This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the Party
drafting or causing any instrument to be drafted.
Section 14.11 Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by
each of the Parties and delivered to the other Party.
Section 14.12 Entire Agreement. This Agreement (including agreements
incorporated herein), the Business Transfer Agreement, the Confidentiality
Agreement and the Schedules hereto contain the entire agreement between the
Parties with respect to the subject matter hereof and there are no agreements,
understandings, representations or warranties between the Parties other than
those set forth or referred to herein.
Section 14.13 Relationship of the Parties. Samsung shall perform all
services hereunder as an independent contractor. This Agreement does not create
a fiduciary or agency relationship between Samsung and Fairchild, each of which
shall be and at all times remain independent companies for all purposes
hereunder. Nothing in this Agreement is intended to make either Party a general
or special agent, joint venturer, partner or employee of the other for any
purpose.
Section 14.14 Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and assigns;
provided, however, that no Party will assign its rights or delegate its
obligations under this Agreement without the express prior written consent of
the other Party, except that (i) Fairchild may assign its rights hereunder as
collateral security to any bona fide financial institution engaged in
acquisition financing in the ordinary course providing financing to consummate
the transactions contemplated hereby or any bona fide financial institution
engaged in acquisition financing in the ordinary course through which such
financing is refunded, replaced or refinanced and any of the foregoing financial
institutions may assign such rights in connection with a sale of Fairchild in
the form then being conducted by Fairchild substantially as an entirety and (ii)
Samsung and Fairchild each may assign its rights and obligations under this
Agreement to any Entity that succeeds to substantially all of its assets and
liabilities. Notwithstanding anything to the contrary, any assignment of this
Agreement by either party shall expressly provide that the rights of the other
party hereunder shall survive such assignment.
Section 14.15 Fulfillment of Obligations. Any obligation of any Party
to any other Party under this Agreement, which obligation is performed,
satisfied or fulfilled by an Affiliate of such Party, shall be deemed to have
been performed, satisfied or fulfilled by such Party.
Section 14.16 Publicity. Neither Party shall, without the approval of
the other Party, make any press release or other public announcement concerning
the terms of the transactions contemplated by this Agreement, except as and to
the extent that any such Party shall be so obligated by law or pursuant to a
lawful request of a government agency.
14
<PAGE> 15
Section 14.17 Specific Performance. The Parties each acknowledge
that, in view of the uniqueness of the subject matter hereof, the parties would
not have an adequate remedy at law for money damages in the event that this
Agreement were not performed in accordance with its terms, and therefore agree
that the Parties shall be entitled to specific enforcement of the terms hereof
in addition to any other remedy to which the Parties may be entitled at law or
in equity.
Section 14.18 No Consequential Damages. In no event shall either Party
be liable for any indirect, special, incidental, or consequential damages
resulting from the other Party's performance or failure to perform under this
Agreement, or the furnishing, performance, or use of any goods or services sold
pursuant hereto, whether due to breach of contract, breach of warranty,
negligence or otherwise, regardless of whether the nonperforming Party was
advised of the possibility of such damages or not.
Section 14.19 Ownership Interest. Samsung shall promptly provide to
Fairchild notice of its intention to sell the facilities and Fairchild shall be
the preferred purchaser of the Facilities. After providing such notice, Samsung
shall promptly provide to Fairchild all documents and other information
reasonably requested by Fairchild to enable Fairchild to make an offer to
purchase the Facilities. Fairchild shall have the right to make the first offer
to purchase the Facilities and Fairchild and Samsung shall negotiate in good
faith the terms and conditions included in any such offer. Notwithstanding the
purchase price offered by Fairchild, if Fairchild purchases the Facilities,
Fairchild shall be entitled to a credit against the purchase price in an amount
equal to one-half of the net income before Income Taxes (as calculated in
accordance with GAAP) generated by the Business from March 16, 1999 to the
Closing Date. Samsung agrees that it will not sell the Facilities to any third
party for a purchase price that is not equal to or higher than the purchase
price offered by Fairchild (before application of the credit referred to in the
immediately preceding sentence), unless Samsung determines in good faith, based
on the terms of such third-party offer (other than the purchase price), that the
offer by such third party is superior to the offer by Fairchild. Other than the
limitations set forth in this paragraph, Samsung shall not be restricted in any
way from selling or transferring the Facilities to a third party and,
notwithstanding the foregoing, Samsung shall not be restricted in any way from
discussing the sale or transfer of the Facilities to any third party.
15
<PAGE> 16
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed on their behalf as of the date first written above.
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Kim Suk
-------------------------------
Name:
-------------------------------
Title:
-------------------------------
FAIRCHILD KOREA SEMICONDUCTOR LTD.
By: /s/ Joseph R. Martin
-------------------------------
Name: Joseph R. Martin
-------------------------------
Title: Exec. V.P.
-------------------------------
16
<PAGE> 17
Schedule 5.4
Capacity assigned exclusively for the use of the Devices
<TABLE>
<CAPTION>
unit: Kpcs/year
- ---------------------------------------------------
Package Annual capacity
- ---------------------------------------------------
<S> <C>
TO-220 F/P (4) 60,000
- ---------------------------------------------------
TO-3P (5) 21,600
- ---------------------------------------------------
TO-3P F/P (5) 7,200
- ---------------------------------------------------
</TABLE>
<PAGE> 18
Schedule 6.1
Prices
<TABLE>
<CAPTION>
unit: US Cen
- ----------------------------------------------------------------------------------------------------------------
General &
Device Family Manufacturing cost Interest Administrative Total cost
- ----------------------------------------------------------------------------------------------------------------
Assembly Final test Sum
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
<Device for Assembly & Final test>
- ----------------------------------------------------------------------------------------------------------------
AA9258X-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 5.57 16.55 1.99 1.79 20.32
- ----------------------------------------------------------------------------------------------------------------
AD8329A-AOG L-IC INDUSTRI 032 SDIP H/S 18.19 8.80 26.99 3.24 2.91 33.14
- ----------------------------------------------------------------------------------------------------------------
AE2811B-ERG L-IC INDUSTRI 048 QFP H/S 15.45 15.27 30.71 3.69 3.32 37.71
- ----------------------------------------------------------------------------------------------------------------
AE2822A-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 5.69 16.67 2.00 1.80 20.47
- ----------------------------------------------------------------------------------------------------------------
AE3014X-ERG L-IC INDUSTRI 048 QFP H/S 15.45 11.66 27.10 3.25 2.93 33.28
- ----------------------------------------------------------------------------------------------------------------
AE3016X-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 4.40 15.37 1.84 1.66 18.88
- ----------------------------------------------------------------------------------------------------------------
AE3017X-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 9.51 20.49 2.46 2.21 25.16
- ----------------------------------------------------------------------------------------------------------------
AE3018X-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 9.28 20.26 2.43 2.19 24.88
- ----------------------------------------------------------------------------------------------------------------
AE3019X-BNF 9.86 5.94 15.80 1.90 1.71 19.41
- ----------------------------------------------------------------------------------------------------------------
AE3020X-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 2.26 13.23 1.59 1.43 16.25
- ----------------------------------------------------------------------------------------------------------------
AE3021P-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 6.09 17.06 2.05 1.84 20.95
- ----------------------------------------------------------------------------------------------------------------
AE3025X-EXF 16.94 1.73 18.68 2.24 2.02 22.93
- ----------------------------------------------------------------------------------------------------------------
AE3030X-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 12.69 23.66 2.84 2.56 29.06
- ----------------------------------------------------------------------------------------------------------------
AE3031X-ERG L-IC INDUSTRI 048 QFP H/S 15.45 11.66 27.10 3.25 2.93 33.28
- ----------------------------------------------------------------------------------------------------------------
AE3032X-ERJ L-IC INDUSTRI 048 QFP 12.40 11.51 23.92 2.87 2.58 29.37
- ----------------------------------------------------------------------------------------------------------------
AE3050X-AOG L-IC INDUSTRI 032 SDIP H/S 18.19 18.40 36.58 4.39 3.95 44.92
- ----------------------------------------------------------------------------------------------------------------
AE3050X-ERJ 11.28 17.95 29.23 3.51 3.16 35.89
- ----------------------------------------------------------------------------------------------------------------
AE3080X-AOG L-IC INDUSTRI 032 SDIP H/S 18.19 5.61 23.80 2.86 2.57 29.22
- ----------------------------------------------------------------------------------------------------------------
AE3080X-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 3.81 14.78 1.77 1.60 18.15
- ----------------------------------------------------------------------------------------------------------------
AE3120X-ERG L-IC INDUSTRI 048 QFP H/S 15.45 11.66 27.10 3.25 2.93 33.28
- ----------------------------------------------------------------------------------------------------------------
AE3121X-ERG 16.61 8.41 25.02 3.00 2.70 30.73
- ----------------------------------------------------------------------------------------------------------------
AE9259X-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 8.59 19.57 2.35 2.11 24.03
- ----------------------------------------------------------------------------------------------------------------
AE9260X-BNF L-IC INDUSTRI 028 SSOP H/S 10.98 5.60 16.58 1.99 1.79 20.36
- ----------------------------------------------------------------------------------------------------------------
HC3530C-TQD L-IC SPS TO-220 F/P 4L 8.60 2.52 11.11 1.33 1.20 13.65
- ----------------------------------------------------------------------------------------------------------------
HC3531B-TQD L-IC SPS TO-220 F/P 4L 8.60 2.64 11.23 1.35 1.21 13.79
- ----------------------------------------------------------------------------------------------------------------
HC3531C-TQD L-IC SPS TO-220 F/P 4L 8.60 2.64 11.23 1.35 1.21 13.79
- ----------------------------------------------------------------------------------------------------------------
HC3532C-TMD L-IC SPS TO-3P 5L 17.41 3.47 20.89 2.51 2.26 25.65
- ----------------------------------------------------------------------------------------------------------------
HC3533C-TMD L-IC SPS TO-3P 5L 17.41 3.47 20.89 2.51 2.26 25.65
- ----------------------------------------------------------------------------------------------------------------
HC3534X-TKH L-IC SPS TO-3P F/P 5L 21.29 3.63 24.92 2.99 2.69 30.60
- ----------------------------------------------------------------------------------------------------------------
HC3535B-TMD L-IC SPS TO-3P 5L 17.26 3.05 20.31 2.44 2.19 24.94
- ----------------------------------------------------------------------------------------------------------------
HC3536C-TKH L-IC SPS TO-3P F/P 5L 21.28 6.66 27.95 3.35 3.02 34.32
- ----------------------------------------------------------------------------------------------------------------
HC3536C-TMD L-IC SPS TO-3P 5L 17.42 3.69 21.11 2.53 2.28 25.92
- ----------------------------------------------------------------------------------------------------------------
HC3550X-TQD L-IC SPS TO-220 F/P 4L 8.60 2.50 11.10 1.33 1.20 13.62
- ----------------------------------------------------------------------------------------------------------------
HC3551X-TQD L-IC SPS TO-220 F/P 4L 8.60 2.64 11.23 1.35 1.21 13.79
- ----------------------------------------------------------------------------------------------------------------
HC3552X-TQD 8.55 1.75 10.31 1.24 1.11 12.66
- ----------------------------------------------------------------------------------------------------------------
HC3553X-TQD L-IC SPS TO-220 F/P 4L 8.60 2.52 11.11 1.33 1.20 13.65
- ----------------------------------------------------------------------------------------------------------------
HC3554X-TMD L-IC SPS TO-3P 5L 17.41 3.69 21.11 2.53 2.28 25.92
- ----------------------------------------------------------------------------------------------------------------
HC3555X-TKH L-IC SPS TO-3P F/P 5L 21.46 3.90 25.36 3.04 2.74 31.15
- ----------------------------------------------------------------------------------------------------------------
HC3555X-TMD L-IC SPS TO-3P 5L 17.42 3.71 21.13 2.54 2.28 25.94
- ----------------------------------------------------------------------------------------------------------------
HC3556X-TKH L-IC SPS TO-3P F/P 5L 21.31 3.38 24.69 2.96 2.67 30.32
- ----------------------------------------------------------------------------------------------------------------
HC3556X-TMD L-IC SPS TO-3P 5L 17.44 3.26 20.70 2.48 2.24 25.42
- ----------------------------------------------------------------------------------------------------------------
HE1600A-TQD L-IC REGULATO TO-220 F/P 4L 8.60 1.83 10.42 1.25 1.13 12.80
- ----------------------------------------------------------------------------------------------------------------
HE2600A-TQD L-IC REGULATO TO-220 F/P 4L 8.60 2.05 10.64 1.28 1.15 13.07
- ----------------------------------------------------------------------------------------------------------------
HE3600A-TQD L-IC REGULATO TO-220 F/P 4L 8.60 2.05 10.64 1.28 1.15 13.07
- ----------------------------------------------------------------------------------------------------------------
<Device for inspection>
- ----------------------------------------------------------------------------------------------------------------
AE0319A-AGA L-IC INDUSTRI 014 DIP 1.95 1.95 0.23 0.21 2.39
- ----------------------------------------------------------------------------------------------------------------
AE0324B-AGA L-IC INDUSTRI 014 DIP 2.47 2.47 0.30 0.27 3.03
- ----------------------------------------------------------------------------------------------------------------
AE0324K-BGB L-IC INDUSTRI 014 SOP 2.35 2.35 0.28 0.25 2.88
- ----------------------------------------------------------------------------------------------------------------
AE0339B-AGA L-IC INDUSTRI 014 DIP 2.70 2.70 0.32 0.29 3.32
- ----------------------------------------------------------------------------------------------------------------
AE0339B-AGC 1.89 1.89 0.23 0.20 2.32
- ----------------------------------------------------------------------------------------------------------------
AE0347X-AGF L-IC INDUSTRI 014 DIP 2.32 2.32 0.28 0.25 2.84
- ----------------------------------------------------------------------------------------------------------------
AE0358A-ACA 1.48 1.48 0.18 0.16 1.82
- ----------------------------------------------------------------------------------------------------------------
AE0358A-BCC 1.67 1.67 0.20 0.18 2.05
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 19
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AE0393A-ACA L-IC INDUSTRI 008 DIP 2.16 2.16 0.26 0.23 2.65
- ----------------------------------------------------------------------------------------------------------------
AE0556X-AGC L-IC INDUSTRI 014 DIP 1.79 1.79 0.22 0.19 2.20
- ----------------------------------------------------------------------------------------------------------------
AE0556X-BGB L-IC INDUSTRI 014 SOP 1.61 1.61 0.19 0.17 1.97
- ----------------------------------------------------------------------------------------------------------------
AE34038-AGC L-IC INDUSTRI 014 DIP 2.68 2.68 0.32 0.29 3.29
- ----------------------------------------------------------------------------------------------------------------
AR0042X-AHD 6.31 6.31 0.76 0.68 7.75
- ----------------------------------------------------------------------------------------------------------------
AR0723A-AGA L-IC REGULATO 014 DIP 2.11 2.11 0.25 0 2.59
- ----------------------------------------------------------------------------------------------------------------
AR3501X-AGA L-IC REGULATO 014 DIP 6.28 6.28 0.75 0.68 7.71
- ----------------------------------------------------------------------------------------------------------------
AR3502X-AKC L-IC REGULATO 020 DIP 6.56 6.56 0.79 0.71 8.05
- ----------------------------------------------------------------------------------------------------------------
AR3511X-ALC L-IC REGULATO 022 DIP 6.55 6.55 0.79 0.71 8.04
- ----------------------------------------------------------------------------------------------------------------
AR3524X-AHA L-IC REGULATO 016 DIP 3.30 3.30 0.40 0.36 4.05
- ----------------------------------------------------------------------------------------------------------------
AR3840C-ACC L-IC REGULATO 008 DIP 2.30 2.30 0.28 0.25 2.83
- ----------------------------------------------------------------------------------------------------------------
AR3840C-BCF L-IC REGULATO 008 SOP 2.33 2.33 0.28 0.25 2.86
- ----------------------------------------------------------------------------------------------------------------
AR7506A-AHC L-IC REGULATO 016 DIP 6.75 6.75 0.81 0.73 8.29
- ----------------------------------------------------------------------------------------------------------------
AR7508X-AHC L-IC REGULATO 016 DIP 10.17 10.17 1.22 1.10 12.49
- ----------------------------------------------------------------------------------------------------------------
AR9003X-AHD L-IC REGULATO 016 DIP 5.98 5.98 0.72 0.65 7.34
- ----------------------------------------------------------------------------------------------------------------
HC3550X-ACK L-IC SPS 008 DIP 2.68 2.68 0.32 0.291 3.30
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
Exhibit 10.44
EXECUTION COPY
ASSEMBLY AND TEST SERVICES AGREEMENT (SUZHOU)
This Assembly and Test Services Agreement ("Agreement") is made and
entered into this 13th day of April, 1999 (the "Effective Date") by and between
SESS Electronics Suzhou Semiconductor Co., Ltd., a subsidiary of Samsung
Electronics Co., Ltd. and a corporation organized under the laws of the People's
Republic of China ("SESS"), and Fairchild Korea Semiconductor Ltd., a
corporation organized under the laws of the Republic of Korea ("Fairchild").
Either SESS or Fairchild may be referred to herein as a "Party" or together as
the "Parties," as the case may require.
RECITALS
WHEREAS, Samsung Electronics Co., Ltd. and Fairchild Semiconductor
Corporation have entered into a certain business transfer agreement dated as of
December 20, 1998 ("Business Transfer Agreement") and Fairchild Semiconductor
Corporation has assigned its rights thereunder to Fairchild, pursuant to which
Fairchild will acquire all of the Conveyed Assets and assume all of the Assumed
Liabilities (each as defined in the Business Transfer Agreement) upon the terms
and conditions set forth in the Business Transfer Agreement; and
WHEREAS, the Parties hereto desire to enter into an agreement as
contemplated and required by the Business Transfer Agreement whereby SESS will
provide certain assembly and test services to Fairchild at its Suzhou, China
facilities following, the Closing (as defined in the Business Transfer
Agreement), in accordance with the terms and conditions of this Agreement; and
WHEREAS, the execution and delivery of this Agreement is required by the
Business Transfer Agreement and is a condition to the closing of the
transactions contemplated thereunder.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and undertakings contained herein, the parties hereto, intending to be legally
bound hereby, do agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Unless otherwise defined herein, capitalized
terms used herein shall have the meaning ascribed to such term in the Business
Transfer Agreement.
"Device(s)" shall mean Fairchild's discretes and integrated circuits to
be assembled and/or tested by SESS hereunder.
<PAGE> 2
"Die(s)" shall mean the silicon die material, consigned by Fairchild to
SESS in wafer form, from which Devices are assembled.
"Facilities" shall mean SESS's assembly and test facilities, located at
Suzhou, China.
"Past Practices" shall mean the practices of SESS's assembly and testing
services division at the Facilities and of Samsung Electronics Co., Ltd. with
respect to the Facilities occurring during calendar year 1998, including,
without limitation, practices relating to SPC data, yield data, 8D reports,
technical analysis, PQA support, failure analysis, quality surveys and
customers.
ARTICLE II
GENERAL REQUIREMENTS
Section 2.1 General Requirements
(a) SESS shall provide assembly and test services hereunder
consistent with Past Practices at the Facilities.
(b) Fairchild shall consign to SESS, free of charge, Dies consistent
with Past Practices and Fairchild's technical specifications on a CIF Suzhou,
China Facilities basis. SESS shall not be liable for any defective Device to the
extent such defect is a result of a defective Die supplied by Fairchild.
ARTICLE III
PACKAGE/PROCESS CHANGES NOTIFICATION
Section 3.1 Package/Process Changes Notification
(a) If SESS proposes to make any change affecting the assembly
processes, materials and/or suppliers affecting the Devices, SESS shall provide
at least thirty (30) days prior written notice to Fairchild of the intended
change for Fairchild's consent, which shall not be unreasonably withheld or
delayed. SESS shall be responsible for any cost increase arising from any such
change. Fairchild shall not be responsible for any loss incurred as a result of
SESS's failure to timely provide notification of such change.
(b) Fairchild shall provide at least thirty (30) days prior written
notice to SESS of any proposed change in Die design, layout modification,
fabrication process, test programs or other changes which may impact upon SESS's
processing, handling or assembly of Devices. Fairchild shall be responsible for
any cost increase arising from any such change. SESS shall not be responsible
for any assembly or test loss incurred as a result of Fairchild's failure to
provide timely notification of such change.
(c) Subject to the business requirements of both Parties, the
Parties agree to use their Best Efforts, consistent with Past Practices, to
promptly accommodate
2
<PAGE> 3
requests for urgent services or deliveries hereunder.
(d) Fairchild reserves the right to make changes to the
specifications that reflect improvements, developments or other technically
desired changes in the Devices. Fairchild shall notify SESS of such requested
changes and SESS shall respond within thirty (30) working days regarding the
feasibility, schedule and anticipated costs of implementing such change orders.
Once the Parties have agreed in writing to the engineering changes, schedule
and prices thereof, SESS shall promptly take all measures required to
incorporate such change orders into the Devices. If either SESS or Fairchild
desires to make any changes to the specifications, that Party shall notify the
other Party in writing and negotiate the changes in good faith, including any
changes in prices required by such modifications. A modification to any of the
foregoing will be binding only when a writing to which such modification is
attached and has been signed by both Parties.
ARTICLE IV
INSPECTION AND WARRANTY
Section 4.1 Inspection. Fairchild shall inspect the Devices within five
(5) days after delivery at its facility. Upon completion of such inspection,
Fairchild shall promptly report any damaged or defective Device in any shipment.
Fairchild reserves the right to reject any damaged or defective Device.
Section 4.2 Express Warranty. SESS warrants that the services provided to
Fairchild hereunder shall conform to all applicable specifications and processes
(or, in the absence of specifications, generally accepted industry standards)
consistent with Past Practices for assembly and/or test services and shall be
free from defects in material and SESS's workmanship. Such warranty, however,
shall not apply to the design or operation of the Fairchild supplied Dies
incorporated in the Devices. This warranty is limited to a period of one (1)
year from the date of delivery to Fairchild. If, during the one year period:
(a) SESS is notified promptly upon discovery in writing by a
reasonably detailed description of any such defect in any Device; and
(b) SESS, upon being reasonably satisfied with such description,
requests Fairchild to return such Device, and Fairchild returns such Device to
the Facilities at Fairchild's expense for inspection; and
(c) SESS's examination reveals that the Device is defective, or if
the Device is indeed defective, and the Device does not meet the applicable
specifications or is defective in materials or SESS's workmanship and such
problems are not caused by accident, abuse, misuse, neglect, improper storage,
handling, packaging or installation, repair, alteration or improper testing or
use by someone other than SESS then SESS, shall promptly credit Fairchild for
such defective Device. SESS shall reimburse Fairchild for the transportation
charges paid by Fairchild in returning such defective Devices to SESS. If such
defective Devices were caused by defective Die(s) supplied by Fairchild, SESS
shall be free from any liabilities.
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Section 4.3 Disclaimer. THE WARRANTY SET FORTH.IN SECTION 4.2 CONSTITUTES
SESS'S EXCLUSIVE LIABILITY, AND FAIRCHILD'S EXCLUSIVE REMEDY, FOR ANY BREACH OF
WARRANTY. EXCEPT AS SET FORTH IN SECTION 4.2, SESS MAKES AND FAIRCHILD RECEIVES
NO WARRANTIES ON THE SERVICES PERFORMED HEREUNDER, EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, AND SESS SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE V
FORECASTS AND ORDERS
Section 5.1 Forecasts. (a) All forecasts and demand for assembly and
testing services shall be consistent with Past Practices. Fairchild shall
provide a three (3) month rolling forecast to SESS no later than ten (10) days
prior to the end of each month in terms of the volume of Dies and Devices,
respectively. In the event that actual orders from Fairchild for any given first
month of the forecast do not meet, in volume, the most recent forecast provided
by Fairchild for such month (the Minimum Monthly Commitment), Fairchild shall,
within thirty (30) days after the end of such month, pay to Samsung an amount
equal to the product of (x) the number of additional Devices which, if ordered,
would have satisfied the Minimum Monthly Commitment, multiplied by (y) the price
per Device, minus material costs, that Fairchild would have been obligated to
pay for the provision of assembly and testing services hereunder.
(b) Fairchild may change the forecast for any month in accordance with
the following table, provided that the maximum request of Fairchild shall not
exceed the assembly and test capacity of the Facilities provided in accordance
with Past Practices. Any changes outside of those permitted under the following
table must be by written agreement of the Parties.
<TABLE>
<CAPTION>
Monthly Period in
the Forecast Permitted Changes
----------------- -----------------
<S> <C>
First No change permitted
Second +/-10%
Third +/-15%
</TABLE>
Section 5.2 Orders. All requests for assembly and test services between
SESS and Fairchild shall be initiated by Fairchild's issuance of written service
request orders with reasonable lead time sent by either registered mail or
facsimile followed by mail. Such service request orders shall be submitted to
SESS on or before the tenth (10th) day prior to the end of each month,
describing the quantity and type of the products and shipping and invoicing
instructions requested by Fairchild for delivery the following month. By written
agreement of the Parties, service request orders may also be sent and
acknowledged by electronic data exchange or other mutually satisfactory system.
In the event of any conflict between the terms and conditions of this Agreement
and either Party's service request order, acknowledgment, or
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similar forms, the Parties shall resolve such conflict in good faith.
Section 5.3 Assured Capacity. SESS shall dedicate assembly and test
capacity at the Facilities in accordance with Past Practices.
Section 5.4 Minimum Annual Order Volume. Annual orders from Fairchild of
Devices utilizing the packaging types set forth on Schedule 5.4 hereto shall
exceed eighty (80) percent, in volume, of the aggregate assembly and test
capacity of the Facilities set forth in Schedule 5.4 hereto. In the event that
annual orders from Fairchild do not exceed eighty (80) percent, in volume, of
such capacity, Fairchild shall, within thirty (30) days after the end of such
annual period, pay to SESS an amount equal to the revenue which would have been
achieved had eighty (80) percent of the capacity been utilized, less an amount
reflecting variable costs attributable to such unutilized capacity.
ARTICLE VI
PRICES AND PAYMENT
Section 6.1 Prices. (a) Set forth in Schedule 6.1 hereto are the prices,
expressed in U.S. Dollars and subject to Section 6.1 (b), that Fairchild shall
pay to SESS for assembly and test services hereunder during the term of this
Agreement. Such prices are on an EX WORKS Suzhou, China Facilities basis. The
Parties acknowledge and agree that the prices in Schedule 6.1 hereto reflect the
sum of SESS's standard manufacturing costs, material costs, interest and general
and administrative expenses for the assembly and test services hereunder in U.S.
Dollars.
(b) After the first anniversary of the Effective Date, the prices
set forth in Schedule 6.1 shall be reduced by 5% (the "Second Year Prices") and
after the second anniversary of the Effective Date, the Second Year Prices shall
be reduced by 5%. Any adjustment hereunder shall apply to the prices beginning
with the first calendar month following the first and second anniversary of the
Effective Date, respectively.
Section 6.2 Payment. Prices shall be paid in U.S. Dollars by telegraphic
transfer. Payment terms are net thirty (30) days from the date of tax invoice.
SESS may invoice Fairchild for complete or partial lots (kits), and
miscellaneous services may be invoiced separately.
Section 6.3 Miscellaneous Charges and Taxes. Fairchild shall pay, in
addition to the prices quoted or invoiced, the amount of any special handling
charges if such charges were paid by the Business in Past Practices. Fairchild
shall also pay all sales, use, VAT, excise or other similar tax applicable to
the sale of goods or provision of services covered by this Agreement, or
Fairchild shall supply SESS with an appropriate tax exemption certificate.
Section 6.4 Interest on Late Payments. If Fairchild fails to make any
payment due hereunder by the date it is due, Fairchild shall pay to SESS, in
addition to the amount of such payment due, a late charge of one-twentieth of
one percent (1/20%) of the outstanding amount per day from the due date of the
payment until finally paid.
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Section 6.5 Prorated Charges. Should Fairchild terminate any order prior
to process completion, Fairchild shall be charged a prorated portion of the full
price of such Device subject to a negotiated adjustment, based on the process
termination point, including handling incurred by SESS in processing the total
quantity started in assembly.
Section 6.6 Additional Services. For assembly and test services for
Devices not reflected in Schedule 6.1, terms shall be on an individual purchase
order basis at prices to be negotiated by the Parties; provided, however, that
for assembly and test services not reflected in Schedule 6.1 but which were
provided in Past Practices, the Parties shall negotiate in good faith to
determine prices for such services using a methodology consistent with that used
to determine the prices set forth in Schedule 6.1.
ARTICLE VII
DELIVERY
Section 7.1 Delivery. SESS shall deliver assembled and/or tested Devices
on the delivery dates agreed to by the Parties. Delivery of 90% or more of the
volume of each Device published in the order and made within -7/+2 days of the
delivery date(s) agreed to by the Parties shall constitute timely delivery.
Delivery will be on an EX WORKS Suzhou, China Facilities basis, at which point
delivery shall be deemed to be made and risk of loss and title shall pass to
Fairchild. Deliveries will be subject to incoming inspection as set forth in
Section 4.1.
Section 7.2 Late Delivery. If SESS falls to timely deliver a Device in
accordance with Section 7.1, Fairchild shall have the right in its sole
discretion to cancel all or any part of the purchase order pertaining to such
Device. Any obligation of Fairchild under any commitment to SESS under this
Agreement associated with such cancelled purchase order shall be discharged in
full and Fairchild shall have no liability whatsoever to SESS thereof.
Section 7.3 Packing. All Devices delivered pursuant to the terms of this
Agreement shall be suitable, packed for shipment in containers specified by
Fairchild, marked for shipment to Fairchild's address set forth in the
applicable purchase order and delivered to a carrier or forwarding agent chosen
by Fairchild. Should Fairchild fail to designate a carrier, forwarding agent or
type of conveyance, SESS shall make such designation in conformance with its
standard shipping practices. Delivery will be EX WORKS Suzhou, China Facilities
basis, at which time risk of loss and title shall pass to Fairchild. Shipments
will be subject to incoming inspection as set forth in Section 4.1.
Section 7.4 Lot Integrity. To facilitate the inspection of deliveries to
Fairchild, lot integrity shall be maintained on all such deliveries, unless
specifically waived by mutual agreement of the Parties.
Section 7.5 Cancellation. Subject to the provisions of Section 5 and its
other obligations hereunder, Fairchild may cancel any purchase order upon 30
days written notice prior to the commencement of manufacturing without charge,
provided that Fairchild
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reimburses SESS for labor costs actually incurred by SESS and the cost of any
raw materials purchased for such order to the extent such raw materials are not
used for any other products.
Section 7.6 Production Stoppages. Fairchild may request that SESS stop
production of Devices in process for Fairchild's convenience, and SESS shall
consider stopping depending on the point of process. In such event, Fairchild
shall pay for all Devices at the agreed price, subject to a negotiated
adjustment based upon the degree of completion of the Devices and whether or not
SESS is able to use the unfilled capacity. SESS shall, if reasonably
practicable, restart production of stopped Devices within a reasonable time
after receipt of a written request from Fairchild, subject to Fairchild's
payment of any additional expenses incurred.
Section 7.7 Partially Completed Inventory. In the event that Fairchild
elects to maintain an inventory of partially finished Devices, ownership of the
partially finished Devices shall pass to Fairchild when they reach the holding
point defined by the relevant process flow. SESS shall invoice Fairchild for
such Devices, but they shall be stored under clean-room conditions and remain in
SESS's processing WIP management system. SESS shall inform Fairchild of the
number and types of these Devices remaining in inventory at the end of each
month. Further, the electronic records and physical inventory shall be available
for inspection by Fairchild at any time. SESS shall credit Fairchild with the
amount previously invoiced for any such Devices at such time as they are
restarted in the process flow.
ARTICLE VIII
QUALITY CONTROL; INSPECTION; AND RELIABILITY
Section 8.1 Specifications. SESS shall assemble and test Devices in
accordance with the specifications for the applicable Device. Prior to shipment,
SESS shall perform the electrical parameter testing and other inspections
specified to be performed by it in the applicable specifications on each Device
lot manufactured. SESS shall only ship those Device lots that successfully pass
the applicable specifications. SESS shall electronically provide Fairchild with
the electrical test data specified in the applicable specifications.
Section 8.2 Certification. SESS warrants that it will maintain
IS09002/ISO14000 certification throughout the term of this Agreement. SESS shall
provide Fairchild notice of any audits and copies of any report or
correspondence relating to such or similar certifications.
ARTICLE IX
ON-SITE INSPECTION AND INFORMATION
Section 9.1 Inspection and Evaluation. SESS shall allow Fairchild and/or
Fairchild's customers to visit and evaluate the Facilities during normal
business hours as part of established source inspection programs, it being
understood and agreed between Fairchild and SESS that Fairchild must obtain the
concurrence of SESS for the scheduling of all such visits, which concurrence
shall not be unreasonably withheld.
Section 9.2 Information. Upon Fairchild's written request, SESS WILL
provide
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Fairchild with process control information, including but not limited to process
and electrical test yield results, current process specifications and
conformance to specifications; calibration schedules and logs for equipment;
environmental monitor information for air, gases and DI water; documentation of
operator qualification and training; documentation of traceability through
SESS's operation; and SESS verification information.
ARTICLE X
PRODUCT ENGINEERING SUPPORT
Section 10.1 Engineering Cooperation. The Parties will cooperate in
allowing Fairchild employees to have reasonable access to the Facilities during
the term of this Agreement (the "Fairchild Engineering Team"), in order to
assist in Device developments and improvements. SESS will provide reasonable
office space to the Fairchild Engineering Team, if required on a temporary basis
not to exceed thirty (30) days per occurrence, at no expense to Fairchild.
Should the Fairchild Engineering Team require long-term, dedicated office space,
Fairchild agrees to pay SESS the overhead cost associated with such space. The
Fairchild Engineering Team will comply with all applicable SESS regulations in
force at the Facilities and Fairchild hereby agrees to hold SESS harmless for
any damages or liability caused by any member of the Fairchild Engineering Team,
which are attributable to (i) the negligence or willful malfeasance of such
member and (ii) any failure by such member to comply with SESS's regulations in
force at the Facilities or with applicable law.
Section 10.2 Assistance. SESS shall assist the efforts of the Fairchild
Engineering Team and provide Fairchild with reasonable and timely support. SESS
shall reasonably assist Fairchild in any efforts to identify any reliability
problems that may arise in a Device. Fairchild shall correct Device related
problems and SESS shall correct all process related problems.
ARTICLE XI
TERM AND TERMINATION
Section 11.1 Term. The term of this Agreement shall be three years from
the Effective Date. Fairchild shall have the right to renew the term for an
additional three years upon written notice to SESS at least six (6) months prior
to the end of the initial term, provided, however, that upon renewal the terms
of this Agreement shall be subject to renegotiation. If the Parties should fail
to reach agreement on the renegotiated terms for the renewal period, then this
Agreement shall terminate upon the expiration of the initial term.
Section 11.2 Termination. This Agreement may be terminated (i) upon
mutual agreement of the Parties; (ii) by Fairchild at any time after the
two-year anniversary of the Effective Date upon ninety (90) days prior written
notice to SESS; or (iii) by one Party sending a written notice to the other
Party of the termination of this Agreement, which notice specifies the reason
for the termination, upon the happening of any one or more of the following
events:
(a) The other Party is the subject of a bankruptcy, corporate
reorganization or composition petition filed in a court of competent
jurisdiction, whether
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<PAGE> 9
voluntary or involuntary, which petition in the event of an involuntary petition
is not dismissed within thirty (30) days; if a receiver or trustee is appointed
for all or a substantial portion of the assets of the other Party; or if the
other Party makes an assignment for the benefit of its creditors; or
(b) The other Party fails to perform substantially any material
covenant or obligation, or breaches any material representation or warranty
provided for herein; provided, however, that no right of termination shall arise
hereunder until thirty (30) days after receipt of written notice by the Party
who has failed to perform from the other Party, specifying the failure of
performance, and said failure having not been remedied or cured during said
thirty (30) day period. For purposes of this section, material breach shall mean
a breach that would reasonably be expected to result in a serious adverse effect
on the non-breaching Party's business operations related to the Devices.
Section 11.3 Effect of Termination. Upon termination of this Agreement,
all rights granted hereunder shall immediately terminate and each Party shall
return to the other Party any property belonging to the other Party which is in
its possession. Fairchild's liability to SESS for any costs or expenses,
including but not limited to materials, inventory and work in-progress, arising
from any order placed by Fairchild with SESS prior to termination shall not be
affected by the termination of this Agreement. Nothing in this Article 11 is
intended to relieve either Party of any liability for any payment or other
obligation existing at the time of termination. The provisions of Sections 11.3,
12.1, 12.2, 14.1, 14.2, 14.3, 14.8, 14.10, 14.12, 14.17 and 14.18 shall survive
the termination of this Agreement for any reason.
ARTICLE XII
CONFIDENTIALITY
Section 12.1 Confidentiality. SESS and Fairchild agree that any
Confidential Information (as defined in the Confidentiality Agreement executed
between Samsung Electronics Co., Ltd. and Fairchild Semiconductor Corporation on
September 18, 1998) each Party discloses, generates or otherwise acquires under
this Agreement, as the case may be, shall be treated in accordance with the
terms and conditions of the Confidentiality Agreement. SESS and Fairchild
further agree that, in the event the Confidentiality Agreement expires prior to
termination or expiration of this Agreement, the terms and conditions of the
Confidentiality Agreement shall continue to apply with respect to any
Confidential Information disclosed, generated or otherwise acquired under this
Agreement.
Section 12.2 Ownership and Maintenance of Data. All records, data files
(and the data contained therein), input materials, reports and other materials
provided to SESS by Fairchild and derivative data computed or processed
therefrom (collectively the "Data") pursuant to this Agreement after the
Effective Date will be the exclusive property of Fairchild, and SESS shall not
possess any interest, title, lien or right in connection therewith. SESS shall
safeguard the Data to the same extent it protects its own similar materials, but
in no case in an unreasonable manner. Data shall not be used by SESS for any
purpose other than in support of SESS's obligations hereunder. Neither the Data
nor any part thereof shall be disclosed, sold, assigned, leased or otherwise
disposed of to third parties by SESS or commercially
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<PAGE> 10
exploited by or on behalf of SESS, its employees or agents. If a Party
determines that it is required to disclose any information pursuant to
applicable law or receives any demand under lawful process to disclose or
provide information of the other Party that is subject to the confidentiality
provisions hereof, such Party shall notify the other Party prior to disclosing
and providing such information and shall cooperate at the expense of the
requesting Party in seeking any reasonable protective arrangements requested by
such other Party. Subject to the foregoing, the Party that receives such request
may thereafter disclose or provide information to the extent required by such
law or by lawful process. Upon termination of this Agreement, SESS shall provide
Fairchild reasonable access to retained Data for a period not to exceed three
(3) months following said termination whereupon, upon Fairchild's request, such
Data will be transferred to Fairchild at Fairchild's cost, except in the event
of termination by Fairchild under Section 11.2(b) by reason of SESS's material
breach, in which case, such transfer will be made at SESS's cost.
ARTICLE XIII
FORCE MAJEURE
Section 13.1 Force Majeure.
(a) A Party is not liable for a failure to perform any of its
obligations under this Agreement insofar as it proves that the failure was due
to force majeure.
(b) Force majeure within paragraph (a) above may result from
events including, but not limited to, (i) war, whether declared or not, riots,
acts of sabotage, explosions, fires, destruction of equipment/machines, or
inability to obtain raw materials, (ii) natural disasters, such as violent
storms, earthquakes, floods and destruction by lightning, (iii) the intervention
of any Governmental Authority, (iv) boycotts, strikes and lock-outs of all kinds
and work-stoppages and (v) any other cause, whether similar or dissimilar to the
foregoing beyond the control of the Party claiming the benefit.
(c) A Party seeking relief hereunder shall as soon as practicable
after the force majeure and its effects upon its ability to perform became known
to it give notice to the other Party of such force majeure.
ARTICLE XIV
MISCELLANEOUS
Section 14.1 Notices. All notices hereunder shall be sufficiently given
for all purposes hereunder if in writing and delivered personally, sent by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy or other electronic transmission service to the appropriate addresses
or numbers as set forth below.
Notices to SESS shall be addressed to:
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Samsung Electronics Suzhou Semiconductor Co., Ltd.
No. 15, Jin Ji Road
Suzhou Industrial Park
Suzhou, China
Attention: President
Telecopy No.: 86-512-761-8302
with copies to:
Samsung Electronics Co., Ltd.
Samsung Main Bldg.
250, 2-Ka, Taepyung-Ro, Chung-Ku
Seoul, Korea
Attention: Director, Legal Department
Telecopy No: 822-727-7179
and to:
Bae, Kim & Lee
Hankook Tire Bldg. 647-15
Yoksam-dong, Kangnam-gu
Seoul 135-723, Korea
Attention: Kap-You Kim
Telecopy No.: 822-3404-0001
or at such other address and to the attention of such other Person as SESS may
designate by written notice to Fairchild.
Notices to Fairchild shall be addressed to:
Fairchild Korea Semiconductor Ltd.
82-3, Todang-Dong
Wonmi District
Puchon City, Kyonggi Province
Korea
Attention: President
Telecopy No.: (82 32) 683-1199
with copies to:
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Fairchild Semiconductor Corporation
333 Western Avenue, M.S. 01-00
South Portland, Maine 04106
Attention: Daniel E. Boxer
Telecopy No.: (01)(207)761-6020
and to:
Kim & Chang
223 Naeja-Dong, Chongro-Ku
Seoul 110-053, Korea
Attention: Y.J. Ro
Telecopy No.: (82 2)-737-9091
Or at such other address and to the attention of such other Person as Fairchild
may designate by written notice to SESS.
Section 14.2 Indemnification. (a) Each Party (the "Indemnifying Party"),
at its own expense and cost, shall defend any suit, claim or legal proceeding
against the other Party (the "Indemnified Party") for the infringement of
patents or trademark, or claims based on allegations of copyright, trade secret
or other proprietary right infringement, by the Indemnifying Party. The
Indemnifying Party shall pay all damages and costs which may be awarded against
the Indemnified Party because of such infringement by the Indemnifying Party.
(b) The Indemnifying Party's duties under the immediately
preceding paragraph (a) are conditional upon the Indemnified Party furnishing to
the Indemnifying Party prompt written notice of the commencement of any suit or
proceeding or any claim of infringement and a copy of each written communication
relating to the alleged infringement, and giving to the Indemnifying Party
authority and reasonable assistance (at the Indemnifying Party's expense and
cost) to defend or settle such law suit, proceeding or claim. The Indemnifying
Party shall not be bound by any settlement made without its prior consent.
Section 14.3 Governing Law; Consent to Jurisdiction. This Agreement shall
be governed by and construed in accordance with the laws of the Republic of
Korea without reference to the choice of law principles thereof. Fairchild and
SESS consent to and hereby submit to the non-exclusive jurisdiction of the Seoul
District Court located in the Republic of Korea in connection with any action,
suit or proceeding arising out of or relating to this Agreement, and each of the
Parties irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.
Section 14.4 Effectiveness. The Parties' obligations under this
Agreement are conditioned upon the Closing, the occurrence of which is subject
to various conditions set forth in the Business Transfer Agreement. This
Agreement shall become operative if and when the Closing occurs and shall be
null and void if the Closing does not occur for any reason.
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Section 14.5 Headings: Definition. The section and article headings
contained in this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement. All references
to Sections or Articles contained herein mean Sections or Articles of this
Agreement unless otherwise stated.
Section 14.6 Amendment. This Agreement may not be amended, modified,
superseded, canceled, renewed or extended except by a written instrument signed
by the Party to be charged therewith.
Section 14.7 Waiver; Effect of Waiver. No provision of this Agreement may
be waived except by a written instrument signed by the Party waiving compliance.
No waiver by any Party of any of the requirements hereof or of any of such
Party's rights hereunder shall release the other Party from full performance of
its remaining obligations stated herein. No failure to exercise or delay in
exercising on the part of any Party any right, power or privilege of such Party
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege by such Party.
Section 14.8 Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be deemed invalid,
illegal or unenforceable to any extent or for any reason, such provision shall
be severed from this Agreement and the remainder of this Agreement and the
application thereof shall not be affected and shall be enforceable to the
fullest extent permitted by law. A provision which is valid, legal and
enforceable shall be substituted for the severed provision.
Section 14.9 No Third-Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended to or shall confer on any Person other than the
Parties and their respective successors or assigns any rights (including
third-party beneficiary rights), remedies, obligations or liabilities under or
by reason of this Agreement. This Agreement shall not provide third parties with
any remedy, claim, liability, reimbursement, cause of action or other right in
excess of those existing without reference to the terms of this Agreement.
Section 14.10 Interpretation: Absence of Presumption.
(a) For the purposes hereof, (i) words in the singular shall be
held to include the plural and vice versa and words of one gender shall be held
to include the other gender as the context requires, (ii) the terms "hereof,"
"herein," and "herewith" and words of similar import shall, unless otherwise
stated, be construed to refer to this Agreement as a whole (including all of the
Schedules hereto) and not to any particular provision of this Agreement, and
Article, Section, paragraph and Schedule references are to the Articles,
Sections, paragraphs and Schedules to this Agreement unless otherwise specified,
(iii) the word "including" and words of similar import when used in this
Agreement means "including, without limitation," unless the context otherwise
requires or unless otherwise specified, (iv) the word "or" shall not be
exclusive, (v) provisions shall apply, when appropriate, to successive events
and transactions, and (vi) all references to any period of days shall be deemed
to be to the relevant number of calendar days.
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(b) This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the Party
drafting or causing any instrument to be drafted.
Section 14.11 Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the Parties and delivered to the other Party.
Section 14.12 Entire Agreement. This Agreement including agreements
incorporated herein), the Business Transfer Agreement, the Confidentiality
Agreement and the Schedules hereto contain the entire agreement between the
Parties with respect to the subject matter hereof and there are no agreements,
understandings, representations or warranties between the Parties other than
those set forth or referred to herein.
Section 14.13 Relationship of the Parties. SESS shall perform all
services hereunder as an independent contractor. This Agreement does not create
a fiduciary or agency relationship between SESS and Fairchild, each of which
shall be and at all times remain independent companies for all purposes
hereunder. Nothing in this Agreement is intended to make either Party a general
or special agent, joint venture, partner or employee of the other for any
purpose.
Section 14.14 Assignment. This Agreement shall be binding upon and inure
to the benefit of the Parties and their respective successors and assigns;
provided, however, that no Party will assign its rights or delegate its
obligations under this Agreement without the express prior written consent of
the other Party, except that (i) Fairchild may assign its rights hereunder as
collateral security to any bona fide financial institution engaged in
acquisition financing in the ordinary course providing financing to consummate
the transactions contemplated hereby or any bona fide financial institution
engaged in acquisition financing in the ordinary course through which such
financing is refunded, replaced or refinanced and any of the foregoing financial
institutions may assign such rights in connection with a sale of Fairchild in
the form then being conducted by Fairchild substantially as an entirety and (ii)
SESS and Fairchild each may assign its rights and obligations under this
Agreement to any Entity that succeeds to substantially all of its assets and
liabilities. Notwithstanding anything to the contrary, any assignment of this
Agreement by either party shall expressly provide that the rights of the other
party hereunder shall survive such assignment.
Section 14.15 Fulfillment of Obligations. Any obligation of any Party to
any other Party under this Agreement, which obligation is performed, satisfied
or fulfilled by an Affiliate of such Party, shall be deemed to have been
performed, satisfied or fulfilled by such Party.
Section 14.16 PUBLICITY. Neither party shall, without the approval of the
other Party, make any press release or other public announcement concerning the
terms of the transactions contemplated by this Agreement, except as and to the
extent that any such Party shall be so obligated by law or pursuant to a lawful
request of a government agency.
Section 14.17 Specific Performance. The Parties each acknowledge that,
in view of
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the uniqueness of the subject matter hereof, the Parties would not have an
adequate remedy at law for money damages in the event that this Agreement were
not performed in accordance with its terms, and therefore agree that the Parties
shall be entitled to specific enforcement of the terms hereof in addition to any
other remedy to which the Parties may be entitled at law or in equity.
Section 14.18 No Consequential Damages. In no event shall either Party be
liable for any indirect, special, incidental, or consequential damages resulting
from the other Party's performance or failure to perform under this Agreement,
or the furnishing, performance, or use of any goods or services sold pursuant
hereto, whether due to breach of contract, breach of warranty, negligence or
otherwise, regardless of whether the nonperforming Party was advised of the
possibility of such damages or not.
Section 14.19 Ownership Interest. SESS shall promptly provide to
Fairchild notice of its intention to sell the Facilities and Fairchild shall be
the preferred purchaser of the Facilities. After providing such notice, SESS
shall promptly provide to Fairchild all documents and other information
reasonably requested by Fairchild to enable Fairchild to make an offer to
purchase the Facilities. Fairchild shall have the right to make the first offer
to purchase the Facilities and Fairchild and SESS shall negotiate in good faith
the terms and conditions included in any such offer. Notwithstanding the
purchase price offered by Fairchild, if Fairchild purchases the Facilities,
Fairchild shall be entitled to a credit against the purchase price in an amount
equal to one-half of the net income before Income Taxes (as calculated in
accordance with GAAP) generated by the Business from March 16, 1999 to the
Closing Date. SESS agrees that it will not sell the Facilities to any third
party for a purchase price that is not equal to or higher than the purchase
price offered by Fairchild (before application of the credit referred to in the
immediately preceding sentence), unless the terms of such third-party offer
(other than the purchase price) are determined in good faith by SESS to be
superior to the offer by Fairchild. Other than the limitations set forth in this
paragraph, SESS shall not be restricted in any way from selling or transferring,
the Facilities to a third party and, notwithstanding the foregoing SESS shall
not be restricted in any way from discussing the sale or transfer of the
Facilities to any third party.
15
<PAGE> 16
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed on their behalf as of the date first written above.
SAMSUNG ELECTRONICS SUZHOU SEMICONDUCTOR CO., LTD.
By: /s/ Kim Suk
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
FAIRCHILD KOREA SEMICONDUCTOR LTD.
By: /s/ Joseph R. Martin
-------------------------------------------
Name Joseph R. Martin
-------------------------------------------
Title: Exec. V.P.
-------------------------------------------
16
<PAGE> 17
Schedule 5.4
Capacity assigned exclusively for the use of the Devices
<TABLE>
<CAPTION>
unit: Kpcs/year
- -----------------------------------------------
Package Annual capacity
- -----------------------------------------------
<S> <C>
TO-220 264,000
- -----------------------------------------------
D-PAK 63,600
- -----------------------------------------------
I-PAK 72,000
- -----------------------------------------------
</TABLE>
<PAGE> 18
Schedule 6.1
Prices
<TABLE>
<CAPTION>
unit: US cent
- --------------------------------------------------------------------------------
General &
Package Manufacturing cost Interest Administrative Total cost
- --------------------------------------------------------------------------------
Assembly Final test Sum
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
8-DIP 3.83 1.07 4.90 0.32 0.41 5.63
8-SOP 3.96 1.20 5.16 0.33 0.42 5.91
8-SOP MOS 3.72 1.19 4.91 0.31 0.39 5.61
14-SOP 6.33 1.46 7.79 0.59 0.73 9.11
16-SOP 6.82 1.56 8.38 0.67 0.86 9.91
TO-220 4.68 1.20 5.88 0.29 0.37 6.54
D/I-PAK 4.01 1.06 5.07 0.32 0.40 5.79
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
Exhibit 10.45
EXECUTION COPY
EPI SERVICES AGREEMENT
This EPI Services Agreement ("Agreement") is made and entered into
this 13th day of April 1999 (the "Effective Date") by and between Samsung
Electronics Co., Ltd., a corporation organized under the laws of the Republic of
Korea ("Samsung"), and Fairchild Korea Semiconductor Ltd., a corporation
organized under the laws of the Republic of Korea ("Fairchild"). Either Samsung
or Fairchild may be referred to herein as a "Party" or together as the
"Parties," as the case may require.
RECITALS
WHEREAS, Samsung and Fairchild Semiconductor Corporation have entered
into a certain business transfer agreement dated as of December 20, 1998
("Business Transfer Agreement") and Fairchild Semiconductor Corporation has
assigned its rights thereunder to Fairchild, pursuant to which Fairchild will
acquire all of the Conveyed Assets and assume all of the Assumed Liabilities
(each as defined in the Business Transfer Agreement) upon the terms and
conditions set forth in the Business Transfer Agreement; and
WHEREAS, the Parties hereto desire to enter into an agreement as
contemplated and required by the Business Transfer Agreement whereby Samsung
will provide certain EPI services to Fairchild following the Closing (as
defined in the Business Transfer Agreement), in accordance with the terms and
conditions of this Agreement; and
WHEREAS, the execution and delivery of this Agreement is required by
the Business Transfer Agreement and is a condition to the closing of the
transactions contemplated thereunder.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and undertakings contained herein, the Parties hereto, intending to be
legally bound hereby, do agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Unless otherwise defined herein, capitalized
terms used herein shall have the meaning ascribed to such term in the Business
Transfer Agreement.
"EPI Services" shall mean epitaxial growing services.
"Facilities" shall mean Samsung's EPI Services facilities located at
Onyang, Korea.
<PAGE> 2
"Past Practices" shall mean the practices of Samsung's EPI Services
division at the Facilities and the Business occurring during calendar year 1998,
including, without limitation, practices relating to support reliability,
quality and other relevant data, engineering analysis and reports, support data
collection for yield analysis and SPC activity and production yields and reports
of EPI processes.
"Wafers" shall mean the patterned silicon wafers in terms of integrated
circuit devices and silicon bare wafers in terms of discrete devices,
respectively, with respect to which Samsung will provide the EPI Services.
"Buried Wafer" shall mean Wafers that require buried layers, identified
in Schedule 6.1 hereto by device codes beginning with AA through AR.
"Non-Buried Wafer" shall mean Wafers that do not require buried layers,
identified in Schedule 6.1 hereto by device codes beginning with D through E.
ARTICLE II
GENERAL REQUIREMENTS
Section 2.1 General Requirements
(a) Samsung shall provide EPI Services hereunder consistent
with Past Practices at the Facilities.
(b) Fairchild shall consign to Samsung, free of charge, Buried
Wafers consistent with Past Practices and Fairchild's technical specifications
on a CIF Onyang, Korea Facilities basis. Samsung shall not be liable for any
defective Wafer (i) to the extent such defect is a result of a defective Buried
Wafer supplied by Fairchild and (ii) that is within one percent (1%) of the
minimum yield assurance applicable to such order.
(c) Non-Buried Wafers for which EPI Services are requested
under this Agreement shall be purchased by Samsung from its existing vendors,
with the purchase price and other costs to be borne by Fairchild as provided
herein. Samsung shall provide Non-Buried Wafers in a manner consistent with Past
Practices. If Fairchild desires to provide Non-Buried Wafers in a manner
consistent with the manner Fairchild provides Buried Wafers pursuant to
paragraph (b) above, the parties shall negotiate in good faith to agree on
relevant terms to permit Fairchild to provide such Non-Buried Wafers and to
adjust the prices payable by Fairchild to reflect the provision of such
Non-Buried Wafers by Fairchild.
ARTICLE III
PACKAGE/PROCESS CHANGES NOTIFICATION
Section 3.1 Package/Process Changes Notification
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<PAGE> 3
(a) If Samsung proposes to make any change affecting the EPI
Services as they are performed on the Wafers, Samsung will provide at least 30
days prior written notice to Fairchild of the intended change for Fairchild's
consent, which shall not be unreasonably withheld or delayed. Samsung shall be
responsible for any cost increase arising from any such change. Fairchild shall
not be responsible for any loss incurred as a result of Samsung's failure to
timely provide notification of such change.
(b) Fairchild shall provide at least thirty (30) days prior
written notice to Samsung of any proposed change in Wafer design, layout
modification, fabrication process, or other changes which may impact upon
Samsung's provision of EPI Services. Fairchild shall be responsible for any cost
increase arising from any such change. Samsung shall not be responsible for any
loss incurred as a result of Fairchild's failure to provide timely notification
of such change.
(c) Subject to the business requirements of both Parties, the
Parties agree to use their Best Efforts, consistent with Past Practices, to
promptly accommodate requests for urgent services or deliveries hereunder.
(d) Fairchild reserves the right to make changes to the
specifications that reflect improvements, developments or other technically
desired changes in the Buried Wafers. Fairchild shall notify Samsung of such
requested changes and Samsung shall respond within thirty (30) working days
regarding the feasibility, schedule and anticipated costs of implementing such
change orders. Once the Parties have agreed in writing to the engineering
changes, schedule and prices thereof, Samsung shall promptly take all measures
required to incorporate such change orders into the EPI Services performed on
the Wafers. If either Samsung or Fairchild desires to make any changes to the
specifications, that Party shall notify the other Party in writing and negotiate
the changes in good faith, including any changes in prices required by such
modifications. A modification to any of the foregoing will be binding only when
a writing to which such modification is attached and has been signed by both
Parties.
ARTICLE IV
INSPECTION AND WARRANTY
Section 4.1 Inspection. Fairchild shall inspect the Wafers within five
(5) days after delivery at its facility, or, with respect to inspections for
defects, after completion of the front-end process at its facility. Upon
completion of such inspection, Fairchild shall promptly report any damaged or
defective Wafers in any shipment. Fairchild reserves the right to reject any
damaged or defective Wafer.
Section 4.2 Express Warranty. Samsung warrants that the EPI Services
provided to Fairchild hereunder shall conform to all applicable specifications
and processes (or, in the absence of specifications, generally accepted industry
standards) consistent with Past Practices for EPI Services and shall be free
from defects in material and Samsung's workmanship; provided that such warranty
shall not apply to the extent defects result from Wafers supplied by Fairchild.
This warranty shall expire on the date on which EDS testing is completed;
provided that in no event shall the warranty period hereunder extend beyond the
date which is one (1) year from the date of delivery to Fairchild. If, during
the one year period:
3
<PAGE> 4
(a) Samsung is notified promptly upon discovery in writing by
a reasonably detailed description of any such defect in any Wafer; and
(b) Samsung, upon being reasonably satisfied with such
description, requests Fairchild to return such Wafer, and Fairchild returns
such Wafer to the Facilities at Fairchild's expense for inspection; and
(c) Samsung's examination reveals that the Wafer is defective,
or if the Wafer is indeed defective, and the Wafer does not meet the applicable
specification and such problems are not caused by accident, abuse, misuse,
neglect, improper storage, handling, packaging or installation, repair,
alteration or improper testing or use by someone other than Samsung, then
Samsung shall promptly credit Fairchild's value of such defective Wafer. Samsung
shall reimburse Fairchild for the transportation charges paid by Fairchild in
returning such defective Wafers to Samsung. If such problems, such as shortage,
damage or defective Wafers are due to Fairchild's fault or Wafers supplied by
Fairchild, Samsung shall be free from all liabilities.
Section 4.3 Disclaimer. THE WARRANTY SET FORTH IN SECTION 4.2
CONSTITUTES SAMSUNG'S EXCLUSIVE LIABILITY, AND FAIRCHILD'S EXCLUSIVE REMEDY,
FOR ANY BREACH OF WARRANTY. EXCEPT AS SET FORTH IN SECTION 4.2, SAMSUNG MAKES
AND FAIRCHILD RECEIVES NO WARRANTIES ON THE SERVICES PERFORMED HEREUNDER,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SAMSUNG SPECIFICALLY DISCLAIMS
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE V
FORECASTS AND ORDERS
Section 5.1 Forecasts
(a) All forecasts and demand for EPI Services shall be
consistent with Past Practices. Fairchild shall provide a three (3) month
rolling forecast to Samsung no later than ten (10) days prior to the end of each
month, in terms of the volume of Wafers for EPI Services. In the event that
actual orders from Fairchild for any given first month of the forecast do not
meet, in volume, the most recent forecast provided by Fairchild for such month
(the "Minimum Monthly Commitment"), Fairchild shall, within thirty (30) days
after the end of such month, pay to Samsung an amount equal to the product of
(x) the number of additional Wafers which, if ordered, would have satisfied the
Minimum Monthly Commitment, multiplied by (y) the price per Wafer, minus
material costs, that Fairchild would have been obligated to pay for the
provision of EPI services hereunder.
(b) Fairchild may change the forecast for any month in
accordance with the following table, provided that the maximum request of
Fairchild shall not exceed the EPI Service capacity of the Facilities provided
in accordance with Past Practices. Any changes outside of those permitted under
the following table must be by written agreement of the
4
<PAGE> 5
Parties.
<TABLE>
<CAPTION>
Monthly Period in
the Forecast Permitted Changes
------------ -----------------
<S> <C>
First No change permitted
Second +/- 10%
Third +/- 15%
</TABLE>
Section 5.2 Orders. All requests for EPI Services between Samsung and
Fairchild shall be initiated by Fairchild's issuance of written service request
orders with reasonable lead time sent by either registered mail or facsimile
followed by mail. Such service request orders shall be submitted to Samsung on
or before the tenth (10th) day prior to the end of each month, describing the
quantity and type of the products and shipping and invoicing instructions
requested by Fairchild for delivery the following month. By written agreement of
the Parties, service request orders may also be sent and acknowledged by
electronic data exchange or other mutually satisfactory system. In the event of
any conflict between the terms and conditions of this Agreement and either
Party's service request order, acknowledgment, or similar forms, the Parties
shall resolve such conflict in good faith.
Section 5.3 Assured Capacity. Samsung shall dedicate EPI Service
capacity at the Facilities in accordance with Past Practices.
Section 5.4 Minimum Annual Order Volume. Annual orders from Fairchild
shall exceed eighty (80) percent, in volume, of the EPI Service capacity of the
Facilities assigned for the exclusive use of power device Wafers and said EPI
Service capacity is set forth in Schedule 5.4 hereto. In addition, the product
mix by family shall not vary by more than 5% from Past Practices (the "Product
Mix Requirement"). In the event that annual orders from Fairchild do not exceed
eighty (80) percent, in volume, of such capacity or satisfy the Product Mix
Requirement, Fairchild shall, within thirty (30) days after the end of such
annual period, pay to Samsung an amount equal to the revenue which would have
been achieved had eighty (80) percent of the capacity been utilized and had
the Product Mix Requirement been satisfied, less an amount reflecting variable
costs attributable to such unutilized capacity.
ARTICLE VI
PRICES AND PAYMENT
Section 6.1 Prices. Set forth in Schedule 6.1 hereto are the prices,
expressed in U.S. Dollars, that Fairchild shall pay to Samsung for EPI Services
hereunder during the term of this Agreement. The Parties acknowledge and agree
that the prices in Schedule 6.1 hereto reflect the sum of Samsung's standard
manufacturing costs, material costs, interest and general and administrative
expenses for the EPI Services hereunder, plus a mark-up (without duplication) of
10%, in Korean Won with all such costs, interest, mark-up, and expenses being
converted into U.S. Dollars at the exchange rate of 1200 Korean Won: 1 U.S.
Dollar. The prices set forth in Schedule 6.1 hereto shall be subject to an
upward or downward adjustment to reflect any increase or decrease in the cost of
Non-Buried Wafers purchased by Samsung
5
<PAGE> 6
pursuant to Section 2.1 (b) and to maintain a 10% mark-up on such adjusted
cost.
Section 6.2 Payment. Prices shall be paid in U.S. Dollars by
telegraphic transfer. Prices are on an EX WORKS Onyang, Korea Facilities basis.
Payment terms are net thirty (30) days from the date of tax invoice. Other
payment terms shall be consistent with Past Practices.
Section 6.3 Non-Buried Wafers. For Non-Buried Wafers, the amount
(including costs of special handling) invoiced to Samsung by its vendors shall
be invoiced to Fairchild, in addition to the prices for EPI Services hereunder,
separately or in the same invoice with such prices; provided, however, that
Samsung shall not invoice Fairchild for Non-Buried Wafers to the extent the
costs thereof are included in Schedule 6.1. Payment shall be due thirty (30)
days from the date of tax invoice. Other payment terms shall be consistent with
Past Practices.
Section 6.4 Miscellaneous Charges and Taxes. Fairchild shall pay, in
addition to the prices quoted or invoiced, the amount of any special handling
charges if such charges were paid by the Business in Past Practices. Fairchild
shall also pay all sales, use, VAT, excise or other similar tax applicable to
the sale of goods or provision of services covered by this Agreement, or
Fairchild shall supply Samsung with an appropriate tax exemption certificate.
Section 6.5 Interest on Late Payments. If Fairchild fails to make any
payment due hereunder by the date it is due, Fairchild shall pay to Samsung, in
addition to the amount of such payment due, a late charge of one-twentieth of
one percent (1/20%) of the outstanding amount per day from the due date of the
payment until finally paid.
Section 6.6 Prorated Charges. Should Fairchild terminate any order
prior to process completion, Fairchild shall be charged a prorated portion of
the full price of such Wafer subject to a negotiated adjustment, based on the
process termination point, including handling incurred by Samsung in processing
the total quantity started.
Section 6.7 Additional Services. For EPI Services not reflected in
Schedule 6.1, terms shall be on an individual purchase order basis at prices to
be negotiated by the Parties; provided, however, that for EPI Services not
reflected in Schedule 6.1 but which were provided in Past Practices, the Parties
shall negotiate in good faith to determine prices for such services using a
methodology consistent with that used to determine the prices set forth in
Schedule 6.1.
ARTICLE VII
DELIVERY
Section 7.1 Delivery. Samsung shall deliver the Wafers on which the EPI
Services have been completed on the delivery dates agreed to by the Parties.
Delivery of 90% or more of the volume of each Wafer published in the order and
made within -7/+2 days of the delivery date(s) published agreed to between the
Parties shall constitute timely delivery. Delivery will be on an EX WORKS
Onyang, Korea Facilities basis, at which point shipment
6
<PAGE> 7
shall be deemed to be made and risk of loss and title shall pass to Fairchild.
Deliveries will be subject to incoming inspection as set forth in Section 4.1.
Section 7.2 Late Delivery. If Samsung fails to timely deliver a Wafer
in accordance with Section 7.1, Fairchild shall have the right in its sole
discretion to cancel all or any part of the purchase order pertaining to such
Wafer. Any obligation of Fairchild under any commitment to Samsung under this
Agreement associated with such cancelled purchase order shall be discharged in
full and Fairchild shall have no liability whatsoever to Samsung thereof.
Section 7.3 Packing. All Wafers delivered pursuant to the terms of this
Agreement shall be suitable, packed for shipment in containers specified by
Fairchild, marked for shipment to Fairchild's address set forth in the
applicable purchase order and delivered to a carrier or forwarding agent chosen
by Fairchild. Should Fairchild fail to designate a carrier, forwarding agent or
type of conveyance, Samsung shall make such designation in conformance with its
standard shipping practices. Delivery will be EX WORKS Onyang, Korea Facilities
basis, at which time risk of loss and title shall pass to Fairchild. Shipments
will be subject to incoming inspection as set forth in Section 4.1.
Section 7.4 Lot Integrity. To facilitate the inspection of deliveries
to Fairchild, lot integrity shall be maintained on all such deliveries, unless
specifically waived by mutual agreement of the Parties.
Section 7.5 Cancellation. Subject to the provisions of Section 5 and
its other obligations hereunder, Fairchild may cancel any purchase order upon 30
days written notice prior to the commencement of manufacturing without charge,
provided that Fairchild reimburses Samsung for labor costs actually incurred by
Samsung and the cost of any raw materials purchased for such order to the extent
such raw materials are not used for any other products.
Section 7.6 Production Stoppages. Fairchild may request that Samsung
stop production of Wafers in process for Fairchild's convenience, and Samsung
shall consider stopping depending on the point of process. In such event,
Fairchild shall pay for all Wafers at the agreed price, subject to a negotiated
adjustment based upon the degree of completion of the Wafers and whether or not
Samsung is able to use the unfilled capacity. Samsung shall, if reasonably
practicable, restart production of stopped Wafers within a reasonable time after
receipt of a written request from Fairchild, subject to Fairchild's payment of
any additional expenses incurred.
Section 7.7 Partially Completed Inventory. In the event that Fairchild
elects to maintain an inventory of partially finished Wafers, ownership of the
partially finished Wafers shall pass to Fairchild when they reach the holding
point defined by the relevant process flow. Samsung shall invoice Fairchild for
such Wafers, but they shall be stored under clean-room conditions and remain in
Samsung's processing WIP management system. Samsung shall inform Fairchild of
the number and types of these Wafers remaining in inventory at the end of each
month. Further, the electronic records and physical inventory shall be available
for inspection by Fairchild at any time. Samsung shall credit Fairchild with the
amount previously
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<PAGE> 8
invoiced for any such Wafers at such time as they are restarted in the process
flow.
ARTICLE VIII
QUALITY CONTROL; INSPECTION; AND RELIABILITY
Section 8. 1 Specifications. Samsung shall provide EPI Services in
accordance with the specifications for the applicable Wafer. Prior to shipment,
Samsung shall perform the electrical parameter testing and other inspections
specified to be performed by it in the applicable specifications on each Wafer
lot manufactured. Samsung shall only ship those Wafer lots that successfully
pass the applicable specifications. Samsung shall electronically provide
Fairchild with the electrical test data specified in the applicable
specifications.
Section 8.2 Certification. Samsung warrants that it will maintain
ISO9002/ISO14000 certification throughout the term of this Agreement. Samsung
shall provide Fairchild notice of any audits and copies of any report or
correspondence relating to such or similar certifications.
ARTICLE IX
ON-SITE INSPECTION AND INFORMATION
Section 9.1 Inspection and Evaluation. Samsung shall allow Fairchild
and/or Fairchild's customers to visit and evaluate the Facilities during normal
business hours as part of established source inspection programs, it being
understood and agreed between Fairchild and Samsung that Fairchild must obtain
the concurrence of Samsung for the scheduling of all such visits, which
concurrence shall not be unreasonably withheld.
Section 9.2 Information. Upon Fairchild's written request, Samsung will
provide Fairchild with process control information, including but not limited
to: process and electrical test yield results, current process specifications
and conformance to specifications; calibration schedules and logs for equipment;
environmental monitor information for air, gases and DI water; documentation of
operator qualification and training; documentation of traceability through
Samsung's operation; and Samsung verification information.
ARTICLE X
PRODUCT ENGINEERING SUPPORT
Section 10.1 Engineering Cooperation. The Parties will cooperate in
allowing Fairchild employees to have reasonable access to the Facilities during
the term of this Agreement (the "Fairchild Engineering Team"), in order to
assist in Wafer developments and improvements. Samsung will provide reasonable
office space to the Fairchild Engineering Team, if required on a temporary basis
not to exceed fifteen (15) days per occurrence, at no expense to Fairchild.
Should the Fairchild Engineering Team require long-term dedicated office space,
Fairchild agrees to pay Samsung the overhead cost associated with such space.
The Fairchild Engineering Team will comply with all applicable Samsung
regulations in force at the Facilities and Fairchild hereby agrees to hold
Samsung harmless for any damages or liability caused by any member of the
Fairchild Engineering Team, which are attributable to (i) the negligence or
willful malfeasance of such member and (ii) any failure by such member to
8
<PAGE> 9
comply with Samsung's regulations in force at the Facilities or with applicable
law.
Section 10.2 Assistance. Samsung shall assist the efforts of the
Fairchild Engineering Team and provide Fairchild with reasonable and timely
support. Samsung shall reasonably assist Fairchild in any efforts to identify
any reliability problems that may arise in a Wafer. Fairchild shall correct
Wafer related problems and Samsung shall correct all process related problems.
ARTICLE XI
TERM AND TERMINATION
Section 11.1 Term. The term of this Agreement shall be three years from
the Effective Date. Fairchild shall have the right to renew the term for an
additional three years upon written notice to Samsung at least six (6) months
prior to the end of the initial term, provided, however, that upon renewal the
terms of this Agreement shall be subject to renegotiation. If the Parties should
fail to reach agreement on the renegotiated terms for the renewal period, then
this Agreement shall terminate upon the expiration of the initial term.
Section 11.2 Termination. This Agreement may be terminated (i) upon
mutual agreement of the Parties; (ii) by Fairchild at any time upon ninety (90)
days prior written notice to Samsung; or (iii) by one Party sending a written
notice to the other Party of the termination of this Agreement, which notice
specifies the reason for the termination, upon the happening of any one or more
of the following events:
(a) The other Party is the subject of a bankruptcy, corporate
reorganization or composition petition filed in a court of competent
jurisdiction, whether voluntary or involuntary, which petition in the event of
an involuntary petition is not dismissed within thirty (30) days; if a receiver
or trustee is appointed for all or a substantial portion of the assets of the
other Party; or if the other Party makes an assignment for the benefit of its
creditors; or
(b) The other Party fails to perform substantially any
material covenant or obligation, or breaches any material representation or
warranty provided for herein; provided, however, that no right of termination
shall arise hereunder until thirty (30) days after receipt of written notice
by the Party who has failed to perform from the other Party, specifying the
failure of performance, and said failure having not been remedied or cured
during said thirty (30) day period. For purposes of this section, material
breach shall mean a breach that would reasonably be expected to result in a
serious adverse effect on the non-breaching Party's business operations related
to the Wafers.
Section 11.3 Effect of Termination. Upon termination of this Agreement,
all rights granted hereunder shall immediately terminate and each Party shall
return to the other Party any property belonging to the other Party which is in
its possession. Fairchild's liability to Samsung for any costs or expenses,
including but not limited to materials, inventory and work-in-progress, arising
from any order placed by Fairchild with Samsung prior to termination shall
not be affected by the termination of this Agreement. Nothing in this Article 11
is
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<PAGE> 10
intended to relieve either Party of any liability for any payment or other
obligation existing, at the time of termination. The provisions of Sections
11.3, 12.1, 12.2, 14.1, 14.2, 14.3, 14.8, 14.10, 14.12, 14.17 and 14.18 shall
survive the termination of this Agreement for any reason.
ARTICLE XII
CONFIDENTIALITY
Section 12.1 Confidentiality. Samsung and Fairchild agree that any
Confidential Information (as defined in the Confidentiality Agreement executed
between Samsung Electronics Co., Ltd. and Fairchild Semiconductor Corporation on
September 18, 1998) each Party discloses, generates or otherwise acquires under
this Agreement, as the case may be, shall be treated in accordance with the
terms and conditions of the Confidentiality Agreement. Samsung and Fairchild
further agree that, in the event the Confidentiality Agreement expires prior to
termination or expiration of this Agreement, the terms and conditions of the
Confidentiality Agreement shall continue to apply with respect to any
Confidential Information disclosed, generated or otherwise acquired under this
Agreement.
Section 12.2 Ownership and Maintenance Of Data. All records, data
files (and the data contained therein), input materials, reports and other
materials provided to Samsung by Fairchild and derivative data computed or
processed therefrom (collectively the "Data") pursuant to this Agreement after
the Effective Date will be the exclusive property of Fairchild, and Samsung
shall not possess any interest, title, lien or right in connection therewith.
Samsung shall safeguard the Data to the same extent it protects its own similar
materials, but in no case in an unreasonable manner. Data shall not be used by
Samsung for any purpose other than in support of Samsung's obligations
hereunder. Neither the Data nor any part thereof shall be disclosed, sold,
assigned, leased or otherwise disposed of to third parties by Samsung or
commercially exploited by or on behalf of Samsung, its employees or agents. If a
Party determines that it is required to disclose any information pursuant to
applicable law or receives any demand under lawful process to disclose or
provide information of the other Party that is subject to the confidentiality
provisions hereof, such Party shall notify the other Party prior to disclosing
and providing such information and shall cooperate at the expense of the
requesting Party in seeking any reasonable protective arrangements requested by
such other Party. Subject to the foregoing, the Party that receives such request
may thereafter disclose or provide information to the extent required by such
law or by lawful process. Upon termination of this Agreement, Samsung shall
provide Fairchild reasonable access to retained Data for a period not to exceed
three (3) months following said termination whereupon, upon Fairchild's
request, such Data will be transferred to Fairchild at Fairchild's cost, except
in the event of termination by Fairchild under Section 11.2(b) by reason of
Samsung's material breach, in which case, such transfer will be made at
Samsung's cost.
ARTICLE XIII
FORCE MAJEURE
Section 13.1 Force Majeure.
(a) A Party is not liable for a failure to perform any of its
obligations
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<PAGE> 11
under this Agreement insofar as it proves that the failure was due to force
majeure.
(b) Force majeure within paragraph (a) above may result from
events including, but not limited to, (i) war, whether declared or not, riots,
acts of sabotage, explosions, fires, destruction of equipment/machines, or
inability to obtain raw materials, (ii) natural disasters, such as violent
storms, earthquakes, floods and destruction by lightning, (iii) the intervention
of any Governmental Authority, (iv) boycotts, strikes and lock-outs of all kinds
and work-stoppages and (v) any other cause, whether similar or dissimilar to the
foregoing beyond the control of the Party claiming the benefit.
(c) A Party seeking relief hereunder shall as soon as
practicable after the force majeure and its effects upon its ability to perform
became known to it give notice to the other Party of such force majeure.
ARTICLE XIV
MISCELLANEOUS
Section 14.1 Notices. All notices hereunder shall be sufficiently
given for all purposes hereunder if in writing and delivered personally, sent by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy or other electronic transmission service to the appropriate addresses
or numbers as set forth below.
Notices to Samsung, shall be addressed to:
Samsung Electronics Co., Ltd.
Samsung Main Building
250, 2-Ka, Taepyung-Ro, Chung-Ku
Seoul, Korea
Attention: Director, Legal Department
Telecopy No.: 822-727-7179
with a copy to:
Bae, Kim & Lee
Hankook Tire Bldg. 647-15
Yoksam-dong, Kangnam-gu
Seoul 135-723, Korea
Attention: Kap-You Kim
Telecopy No.: 822-3404-0001
or at such other address and to the attention of such other Person as Samsung
may designate by written notice to Fairchild.
Notices to Fairchild shall be addressed to:
Fairchild Korea Semiconductor Ltd.
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<PAGE> 12
82-3, Todang-Dong
Wonmi District
Puchon City, Kyonggi Province
Korea
Attention: President
Telecopy No.: (82 32) 683-1199
with copies to:
Fairchild Semiconductor Corporation
333 Western Avenue, M.S. 01-00
South Portland, Maine 04106
Attention: Daniel E. Boxer
Telecopy No.: (01) (207) 761-6020
and to:
Kim & Chang
223 Naeja-Dong, Chongro-Ku
Seoul 110-053, Korea
Attention: Y.J. Ro
Telecopy No.: (82 2)-737-9091
Or at such other address and to the attention of such other Person as Fairchild
may designate by written notice to Samsung.
Section 14.2 Indemnification. (a) Each Party (the "Indemnifying
Party"), at its own expense and cost, shall defend any suit, claim or legal
proceeding against the other Party (the "Indemnified Party") for the
infringement of patents or trademark, or claims based on allegations of
copyright, trade secret or other proprietary right infringement, by the
Indemnifying Party. The Indemnifying Party shall pay all damages and costs which
may be awarded against the Indemnified Party because of such infringement by the
Indemnifying Party.
(b) The Indemnifying Party's duties under the immediately
preceding paragraph (a) are conditional upon the Indemnified Party furnishing to
the Indemnifying Party prompt written notice of the commencement of any suit or
proceeding or any claim of infringement and a copy of each written communication
relating to the alleged infringement, and giving to the Indemnifying Party
authority and reasonable assistance (at the Indemnifying Party's expense and
cost) to defend or settle such law suit, proceeding or claim. The Indemnifying
Party shall not be bound by any settlement made without its prior consent.
Section 14.3 Governing Law: Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the Republic
of Korea without reference to the choice of law principles thereof. Fairchild
and Samsung consent to and hereby submit to the non-exclusive jurisdiction of
the Seoul District Court located in the Republic of Korea in connection with any
action, suit or proceeding arising out of or relating to
12
<PAGE> 13
this Agreement, and each of the Parties irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an
inconvenient forum.
Section 14.4 Effectiveness. The Parties' obligations under this
Agreement are conditioned upon the Closing, the occurrence of which is subject
to various conditions set forth in the Business Transfer Agreement.
This Agreement shall become operative if and when the Closing occurs and shall
be null and void if the Closing does not occur for any reason.
Section 14.5 Headings: Definitions. The section and article headings
contained in this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement. All references
to Sections or Articles contained herein mean Sections or Articles of this
Agreement unless otherwise stated.
Section 14.6 Amendment. This Agreement may not be amended, modified,
superseded, canceled, renewed or extended except by a written instrument signed
by the Party to be charged therewith.
Section 14.7 Waiver: Effect of Waiver. No provision of this Agreement
may be waived except by a written instrument signed by the Party waiving
compliance. No waiver by any Party of any of the requirements hereof or of any
of such Party's rights hereunder shall release the other Party from full
performance of its remaining obligations stated herein. No failure to exercise
or delay in exercising on the part of any Party any right, power or privilege of
such Party shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege by such Party.
Section 14.8 Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be deemed invalid,
illegal or unenforceable to any extent or for any reason, such provision shall
be severed from this Agreement and the remainder of this Agreement and the
application thereof shall not be affected and shall be enforceable to the
fullest extent permitted by law. A provision which is valid, legal and
enforceable shall be substituted for the severed provision.
Section 14.9 No Third-Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended to or shall confer on any Person other than the
Parties and their respective successors or assigns any rights (including
third-party beneficiary rights), remedies, obligations or liabilities under or
by reason of this Agreement. This Agreement shall not provide third parties with
any remedy, claim, liability, reimbursement, cause of action or other right in
excess of those existing without reference to the terms of this Agreement.
Section 14.10 Interpretation; Absence of Presumption.
(a) For the purposes hereof, (i) words in the singular shall
be held to include the plural and vice versa and words of one gender shall be
held to include the other gender as the context requires, (ii) the terms
"hereof," "herein," and "herewith" and words of
13
<PAGE> 14
similar import shall, unless otherwise stated, be construed to refer to this
Agreement as a whole (including all of the Schedules hereto) and not to any
particular provision of this Agreement, and Article, Section, paragraph and
Schedule references are to the Articles, Sections, paragraphs and Schedules to
this Agreement unless otherwise specified, (iii) the word "including" and words
of similar import when used in this Agreement means "including, without
limitation," unless the context otherwise requires or unless otherwise
specified, (iv) the word "or" shall not be exclusive, (v) provisions shall
apply, when appropriate, to successive events and transactions, and (vi) all
references to any period of days shall be deemed to be to the relevant number of
calendar days.
(b) This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the Party
drafting or causing any instrument to be drafted.
Section 14.11 Counterpart. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by
each of the Parties and delivered to the other Party.
Section 14.12 Entire Agreement. This Agreement (including agreements
incorporated herein), the Business Transfer Agreement, the Confidentiality
Agreement and the Schedules hereto contain the entire agreement between the
Parties with respect to the subject matter hereof and there are no agreements,
understandings, representations or warranties between the Parties other than
those set forth or referred to herein.
Section 14.13 Relationship of the Parties. Samsung shall perform all
services hereunder as an independent contractor. This Agreement does not create
a fiduciary or agency relationship between Samsung and Fairchild, each of which
shall be and at all times remain independent companies for all purposes
hereunder. Nothing in this Agreement is intended to make either Party a general
or special agent, joint venturer, partner or employee of the other for any
purpose.
Section 14.14 Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and assigns;
provided, however, that no Party will assign its rights or delegate its
obligations under this Agreement without the express prior written consent of
the other Party, except that (i) Fairchild may assign its rights hereunder as
collateral security to any bona fide financial institution engaged in
acquisition financing in the ordinary course providing financing to consummate
the transactions contemplated hereby or any bona fide financial institution
engaged in acquisition financing in the ordinary course through which such
financing is refunded, replaced or refinanced and any of the foregoing financial
institutions may assign such rights in connection with a sale of Fairchild in
the form then being conducted by Fairchild substantially as an entirety and (ii)
Samsung and Fairchild each may assign its rights and obligations under this
Agreement to any Entity that succeeds to substantially all of its assets and
liabilities.
Section 14.15 Fulfillment of Obligations. Any obligation of any Party
to any other Party under this Agreement, which obligation is performed,
satisfied or fulfilled by an Affiliate
14
<PAGE> 15
of such Party, shall be deemed to have been performed, satisfied or fulfilled by
such Party.
Section 14.16 Publicity. Neither Party shall, without the approval of
the other Party, make any press release or other public announcement concerning
the terms of the transactions contemplated by this Agreement, except as and to
the extent that any such Party shall be so obligated by law or pursuant to a
lawful request of a government agency.
Section 14.17 Specific Performance. The Parties each acknowledge that,
in view of the uniqueness of the subject matter hereof, the Parties would not
have an adequate remedy at law for money damages in the event that this
Agreement were not performed in accordance with its terms, and therefore agree
that the Parties shall be entitled to specific enforcement of the terms hereof
in addition to any other remedy to which the Parties may be entitled at law or
in equity.
Section 14.18 No Consequential Damages. In no event shall either Party
be liable for any indirect, special, incidental, or consequential damages
resulting from the other Party's performance or failure to perform under this
Agreement, or the furnishing, performance, or use of any goods or services sold
pursuant hereto, whether due to breach of contract, breach of warranty,
negligence or otherwise, regardless of whether the nonperforming Party was
advised of the possibility of such damages or not.
Section 14.19 Sale of Assets. In the event that Samsung determines,
after the termination of this Agreement, to discontinue manufacturing Epi
wafers, the Parties shall enter into good-faith negotiations with respect to the
sale of the Facilities.
15
<PAGE> 16
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed on their behalf as of the date first written above.
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Kim Suk
-----------------------------------
Name:
---------------------------------
Title:
---------------------------------
FAIRCHILD KOREA SEMICONDUCTOR LTD.
By: /s/ Joseph R. Martin
-----------------------------------
Name: Joseph R. Martin
---------------------------------
Title: Executive V.P.
---------------------------------
16
<PAGE> 17
Schedule 5.4
EPI capacity
Annual capacity: 1,824,000 (4"/5")
<PAGE> 18
Schedule 6.1
PRICING AND PAYMENT
<TABLE>
<CAPTION>
unit: USD
- ---------------------------------------------------------------------------------
Wafer for EPI Manufacturing General and
Services Cost Interest Administrative Profit Sum
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AA9258X 14.82 1.78 1.60 1.82 20.02
AE2141X 7.07 0.85 0.76 0.87 9.55
AD8301B 13.19 1.58 1.42 1.62 17.81
AD8306X 13.19 1.58 1.42 1.62 17.81
AD8329A 13.19 1.58 1.42 1.62 17.81
AE0040X 13.19 1.58 1.42 1.62 17.81
AE0311X 13.19 1.58 1.42 1.62 17.81
AE0319A 13.19 1.58 1.42 1.62 17.81
AE03248 13.17 1.58 1.42 1.62 17.78
AE0331X 11.83 1.42 1.28 1.45 15.98
AE0334X 12.90 1.55 1.39 1.58 17.43
AE0339B 13.45 1.61 1.45 1.65 18.17
AE0347X 13.46 1.62 1.45 1.65 18.18
AE0358A 13.16 1.58 1.42 1.62 17.78
AE0393A 13.47 1.62 1.45 1.65 18.19
AE0555A 6.42 0.77 0.69 0.79 8.67
AE0556X 12.63 1.52 1.36 1.55 17.06
AE0741A 12.90 1.55 1.39 1.58 17.43
AE1458A 13.19 1.58 1.42 1.62 17.81
AE2655A 13.43 1.61 1.45 1.65 18.14
AE2803A 12.92 1.55 1.40 1.59 17.45
AE2807A 12.90 1.55 1.39 1.58 17.43
AE2811B 7.29 0.87 0.79 0.90 9.85
AE2821X 7.29 0.88 0.79 0.90 9.85
AE2822A 7.30 0.88 0.79 0.90 9.86
AE3000X 12.90 1.55 1.39 1.58 17.43
AE3014X 9.29 1.11 1.00 1.14 12.54
AE3016X 9.14 1.10 0.99 1.12 12.35
AE3017X 8.95 1.07 0.97 1.10 12.09
AE3018X 8.05 0.97 0.87 0.99 10.87
AE3019X 6.96 0.83 0.75 0.85 9.40
AE3020X 8.00 0.96 0.86 0.98 10.80
AE3021X 8.16 0.98 0.88 1.00 11.02
AE3025X 7.07 0.85 0.76 0.87 9.55
AE3030X 8.11 0.97 0.88 1.00 10.96
AE3031X 8.29 0.99 0.90 1.02 11.20
AE3032X 8.04 0.96 0.87 0.99 10.85
AE3050X 6.34 0.76 0.68 0.78 8.57
AE3080X 15.13 1.82 1.63 1.86 20.44
AE3082X 8.00 0.96 0.86 0.98 10.81
AE3084X 7.84 0.94 0.85 0.96 10.59
AE3120X 7.86 0.94 0.85 0.97 10.62
AE3121X 7.21 0.87 0.78 0.89 9.74
AE3403B 13.44 1.61 1.45 1.65 18.15
AE4558C 13.46 1.62 1.45 1.65 18.19
AE7405X 7.24 0.87 0.78 0.89 9.77
AE7409X 7.53 0.90 0.81 0.93 10.18
AE9259X 14.65 1.76 1.58 1.80 19.78
AE9260X 14.35 1.72 1.55 1.76 19.39
AR0042X 12.09 1.45 1.31 1.48 16.33
AR0317X 15.79 1.89 1.71 1.94 21.33
AR0336A 12.63 1.52 1.36 1.55 17.06
</TABLE>
<PAGE> 19
Schedule 6.1
PRICING AND PAYMENT
<TABLE>
<CAPTION>
unit: USD
- ---------------------------------------------------------------------------------
Wafer for EPI Manufacturing General and
Services Cost Interest Administrative Profit Sum
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AR0337X 13.19 1.58 1.42 1.62 17.81
AR0350X 13.46 1.62 1.45 1.65 18.18
AR0431A 13.45 1.61 1.45 1.65 18.17
AR0723A 13.19 1.58 1.42 1.62 17.81
AR0800A 13.45 1.61 1.45 1.65 18.16
AR1605X 13.19 1.58 1.42 1.62 17.81
AR1800A 13.17 1.58 1.42 1.62 17.80
AR1900A 13.16 1.58 1.42 1.62 17.77
AR2800A 13.19 1.58 1.42 1.62 17.81
AR3501X 13.44 1.61 1.45 1.65 18.16
AR3502X 14.68 1.76 1.59 1.80 19.83
AR3511X 8.43 1.01 0.91 1.04 11.39
AR3524X 13.44 1.61 1.45 1.65 18.16
AR3530C 15.15 1.82 1.64 1.86 20.46
AR3531B 15.26 1.83 1.65 1.87 20.61
AR3531C 15.32 1.84 1.65 1.88 20.70
AR3532X 15.34 1.84 1.66 1.88 20.72
AR3533C 15.35 1.84 1.66 1.88 20.73
AR3534X 15.36 1.84 1.66 1.89 20.75
AR3535B 15.32 1.84 1.65 1.88 20.70
AR3536C 15.31 1.84 1.65 1.88 20.68
AR3536X 15.35 1.84 1.66 1.88 20.73
AR3540X 14.04 1.68 1.52 1.72 18.96
AR3550X 15.31 1.84 1.65 1.88 20.68
AR3551X 15.32 1.84 1.65 1.88 20.69
AR3552X 13.75 1.65 1.48 1.69 18.57
AR3553X 15.42 1.85 1.67 1.89 20.83
AR3554X 15.22 1.83 1.64 1.87 20.57
AR3555X 15.26 1.83 1.65 1.87 20.62
AR3560X 12.88 1.55 1.39 1.58 17.39
AR3840B 12.22 1.47 1.32 1.50 16.51
AR3840C 13.48 1.62 1.46 1.66 18.21
AR3840X 13.41 1.61 1.45 1.65 18.12
AR3844B 13.46 1.61 1.45 1.65 18.18
AR3844C 12.90 1.55 1.39 1.58 17.43
AR7500A 13.17 1.58 1.42 1.62 17.79
AR7501X 13.55 1.63 1.46 1.66 18.31
AR7506X 13.50 1.62 1.46 1.66 18.23
AR7507A 13.46 1.62 1.45 1.65 18.19
AR7508X 13.40 1.61 1.45 1.65 18.11
AR7522A 12.87 1.54 1.39 1.58 17.39
AR7524A 12.63 1.52 1.36 1.55 17.06
AR7524B 12.91 1.55 1.39 1.59 17.44
AR7525A 14.99 1.80 1.62 1.84 20.25
AR7525X 14.99 1.80 1.62 1.84 20.25
AR7533X 12.88 1.55 1.39 1.58 17.39
AR7541X 9.13 1.10 0.99 1.12 12.34
AR7552X 13.45 1.61 1.45 1.65 18.17
AR7630X 12.88 1.55 1.39 1.58 17.40
AR7800B 13.46 1.61 1.45 1.65 18.18
AR7900A 13.46 1.62 1.45 1.65 18.19
AR7900X 13.47 1.62 1.45 1.65 18.19
AR9003X 11.58 1.39 1.25 1.42 15.64
</TABLE>
<PAGE> 20
Schedule 6.1
PRICING AND PAYMENT
<TABLE>
<CAPTION>
unit: USD
- ---------------------------------------------------------------------------------
Wafer for EPI Manufacturing General and
Services Cost Interest Administrative Profit Sum
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DX0122D 20.87 2.50 2.25 2.56 28.19
DX0124D 21.53 2.58 2.33 2.64 29.09
DX02060 19.83 2.38 2.14 2.43 26.78
DX02100 20.01 2.40 2.16 2.46 27.03
DX02200 20.28 2.43 2.19 2.49 27.40
DX03100 20.01 2.40 2.16 2.46 27.03
DX03110 20.13 2.42 2.17 2.47 27.19
DX03130 20.49 2.46 2.21 2.52 27.68
DX03150 20.14 2.42 2.18 2.47 27.20
DX04280 20.32 2.44 2.19 2.50 27.45
DX05100 20.01 2.40 2.16 2.46 27.03
DX05130 20.08 2.41 2.17 2.47 27.12
DX05150 20.11 2.41 2.17 2.47 27.16
DX05500 20.97 2.52 2.26 2.57 28.32
DX06110 20.12 2.41 2.17 2.47 27.18
DX06160 20.18 2.42 2.18 2.48 27.27
DX06164 20.74 2.49 2.24 2.55 28.02
DX0726X 20.08 2.41 2.17 2.47 27.12
DX07330 20.65 2.48 2.23 2.54 27.90
DX08200 20.26 2.43 2.19 2.49 27.37
DX08210 20.36 2.44 2.20 2.50 27.51
DX08330 20.58 2.47 2.22 2.53 27.80
DX10280 20.52 2.46 2.22 2.52 27.72
DX12200 19.87 2.38 2.15 2.44 26.84
DX1220X 19.86 2.38 2.15 2.44 26.83
DX12430 20.72 2.49 2.24 2.54 27.98
DX13750 21.58 2.59 2.33 2.65 29.15
DX1393B 21.61 2.59 2.33 2.65 29.20
DX1516D 21.80 2.62 2.35 2.68 29.45
DX1526D 21.82 2.62 2.36 2.68 29.48
DX1547X 20.33 2.44 2.20 2.50 27.46
DX15550 21.11 2.53 2.28 2.59 28.51
DX1825X 20.51 2.46 2.22 2.52 27.71
DX20230 20.39 2.45 2.20 2.50 27.54
DX20240 20.54 2.46 2.22 2.52 27.74
DX20450 20.85 2.50 2.25 2.56 28.16
DX25300 20.59 2.47 2.22 2.53 27.82
DX2555X 21.08 2.53 2.28 2.59 28.47
DX2563X 21.11 2.53 2.28 2.59 28.52
DX28310 20.52 2.46 2.22 2.52 27.71
DX32350 20.21 2.42 2.18 2.48 27.30
DX32450 20.86 2.50 2.25 2.56 28.18
DX35350 20.70 2.48 2.24 2.54 27.96
DX50400 20.83 2.50 2.25 2.56 28.13
DX50500 21.14 2.54 2.28 2.60 28.55
DX50600 21.22 2.55 2.29 2.61 28.66
DX50700 21.45 2.57 2.32 2.63 28.97
EA1085X 30.43 3.65 3.29 3.74 41.10
EX0107A 30.29 3.63 3.27 3.72 40.91
EX0107X 29.42 3.53 3.18 3.61 39.73
EX0108X 30.33 3.64 3.28 3.72 40.97
EX0209X 30.16 3.62 3.26 3.70 40.74
EX0210X 30.34 3.64 3.28 3.73 40.99
</TABLE>
<PAGE> 21
Schedule 6.1
PRICING AND PAYMENT
<TABLE>
<CAPTION>
unit: USD
- ---------------------------------------------------------------------------------
Wafer for EPI Manufacturing General and
Services Cost Interest Administrative Profit Sum
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EX0211X 30.37 3.64 3.28 3.73 41.02
EX0414X 31.62 3.79 3.41 3.88 42.71
EX0505X 30.68 3.68 3.31 3.77 41.45
EX0513X 30.10 3.61 3.25 3.70 40.66
EX0518X 30.77 3.69 3.32 3.78 41.56
EX0550A 42.64 5.12 4.60 5.24 57.60
EX0619X 30.79 3.70 3.33 3.78 41.59
EX0725X 31.04 3.72 3.35 3.81 41.92
EX0775X 30.06 3.61 3.25 3.69 40.61
EX0824X 30.94 3.71 3.34 3.80 41.80
EX1073A 30.73 3.69 3.32 3.77 41.51
EX1085A 42.79 5.13 4.62 5.25 57.80
EX1085X 30.26 3.63 3.27 3.72 40.88
EX1242X 31.71 3.81 3.42 3.89 42.84
EX1420X 31.78 3.81 3.43 3.90 42.92
EX1434X 31.70 3.80 3.42 3.89 42.82
EX1650X 32.05 3.85 3.46 3.94 43.29
EX1822X 31.87 3.82 3.44 3.91 43.06
EX1825X 31.43 3.77 3.39 3.86 42.45
EX1851X 32.02 3.84 3.46 3.93 43.25
EX2058X 32.36 3.88 3.49 3.97 43.71
EX2262X 32.52 3.90 3.51 3.99 43.93
EX2358X 32.36 3.88 3.49 3.97 43.71
EX2950X 31.88 3.83 3.44 3.92 43.07
EX3080X 33.21 3.98 3.59 4.08 44.85
EX3392X 33.71 4.05 3.64 4.14 45.54
EX3680X 33.20 3.98 3.59 4.08 44.84
EX4395X 33.81 4.06 3.65 4.15 45.68
</TABLE>
<PAGE> 1
Exhibit 10.46
EXECUTION COPY
PHOTO MASK SUPPLY AGREEMENT
This Photo Mask Supply Agreement ("Agreement") is made and entered into
this 13th day of April 1999 (the "Effective Date") by and between Samsung
Electronics Co., Ltd., a corporation organized under the laws of the Republic of
Korea ("Samsung"), and Fairchild Korea Semiconductor Ltd., a corporation
organized under the laws of the Republic of Korea ("Fairchild"). Either Samsung
or Fairchild may be referred to herein as a "Party" or together as the
"Parties," as the case may require.
RECITALS
WHEREAS, Samsung and Fairchild Semiconductor Corporation have entered
into a certain business transfer agreement dated as of December 20, 1998
("Business Transfer Agreement") and Fairchild Semiconductor Corporation has
assigned its rights thereunder to Fairchild, pursuant to which Fairchild will
acquire all of the Conveyed Assets and assume all of the Assumed Liabilities
(each as defined in the Business Transfer Agreement) upon the terms and
conditions set forth in the Business Transfer Agreement; and
WHEREAS, the Parties hereto desire to enter into an agreement as
contemplated and required by the Business Transfer Agreement whereby Samsung
will provide the Masks (as defined below) to Fairchild following the Closing (as
defined in the Business Transfer Agreement), in accordance with the terms and
conditions of this Agreement; and
WHEREAS, the execution and delivery of this Agreement is required by
the Business Transfer Agreement and is a condition to the closing of the
transactions contemplated thereunder.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and undertakings contained herein, the Parties hereto, intending to be
legally bound hereby, do agree as follows:
ARTICLE I
DEFINITIONS
Section 1. 1 Definition . Unless otherwise defined herein, capitalized
terms used herein shall have the meaning ascribed to such term in the Business
Transfer Agreement.
"Facilities" shall mean Samsung's photo mask facilities located at
Kiheung, Korea.
"Masks" shall mean the photo masks used to manufacture the wafers of
Fairchild.
2
<PAGE> 2
"Past Practices" shall mean the practice of Samsung's photo mask works
division at the Facilities and the Business occurring during calendar year 1998,
including, without limitation, practices relating to mask inventory reports,
mask inspection data and engineering support and PCN information.
ARTICLE II
GENERAL REQUIREMENTS
Section 2.1 General Requirements
(a) Samsung shall supply Masks to Fairchild hereunder
consistent with Past Practices. The Masks shall be manufactured at the
Facilities.
(b) Fairchild shall provide Samsung, free of charge, with a
database for revision of existing, Masks or new production of Masks. Samsung
shall not be liable for any defective Mask to the extent such defect is a
result of errors or defects in the database supplied by Fairchild.
ARTICLE III
PRODUCT/PROCESS CHANGES NOTIFICATION
Section I Product/Process Changes Notification
(a) If Samsung proposes to make any change affecting the
manufacturing processes, materials and/or suppliers affecting the Masks, Samsung
shall provide at least thirty (30) days prior written notice to Fairchild of
the intended change for Fairchild's consent, which shall not be unreasonably
withheld or delayed. Samsung shall be responsible for any cost increase arising
from any such change. Fairchild shall not be responsible for any loss incurred
as a result of Samsung's failure to timely provide notification of such change.
(b) Fairchild shall provide (i) at least thirty (30) days prior
written notice to Samsung of any proposed change in Mask design, layout
modification, fabrication process, test programs or other changes which may
impact upon Samsung's manufacture of Masks and (ii) reasonable notice consistent
with Past Practices in connection with (A) the copying or replacement of any
existing Mask or (B) an insignificant change to correct for low yields.
Fairchild shall be responsible for any cost increase arising from any such
change. Samsung shall not be responsible for any loss incurred as a result of
Fairchild's failure to provide timely notification of such change.
(c) Subject to the business requirements of both Parties, the
Parties agree to use their Best Efforts, consistent with Past Practices, to
promptly accommodate requests for urgent services or deliveries hereunder.
2
<PAGE> 3
ARTICLE IV
INSPECTION AND WARRANTY
Section 4.1 Inspection. Fairchild shall inspect the Masks within five
(5) days after delivery at its facility. Upon completion of such inspection,
Fairchild shall promptly report any damaged or defective Masks in any shipment.
Fairchild reserves the right to reject any damaged or defective Mask.
Section 4.2 Express Warranty. Samsung warrants that the Masks supplied
to Fairchild hereunder shall conform to all applicable specifications and
processes (or, in the absence of specifications, generally accepted industry
standards) consistent with Past Practices for Masks supplied hereunder and shall
be free from defects in material and Samsung's workmanship. Such warranty,
however, shall not apply to the Fairchild supplied database incorporated in the
Masks. This warranty is limited to a period of six (6) months from the date of
delivery to Fairchild. If, during the six-month period:
(a) Samsung, is notified promptly upon discovery in writing by
a reasonably detailed description of any such defect in any Mask; and
(b) Samsung, upon being reasonably satisfied with such
description, requests Fairchild to return such Mask, and Fairchild returns such
Mask to the Facilities at Fairchild's expense for inspection; and
(c) Samsung's examination reveals that the Mask is defective,
or the Mask is indeed defective and the Mask does not meet the applicable
specification or is defective in materials or Samsung's workmanship and such
problems are not caused by accident, abuse, misuse, neglect, improper storage,
handling, packaging or installation, repair, alteration or improper testing or
use by someone other than Samsung, then Samsung shall promptly, at Fairchild's
option, either replace such Mask or credit Fairchild for such defective Mask.
Samsung shall reimburse Fairchild for the transportation charges paid by
Fairchild in returning such defective Mask to Samsung. If any problems in the
Mask are due to the database provided by Fairchild, then Samsung shall be free
from all liabilities.
Section 4.3 Disclaimer. THE WARRANTY SET FORTH IN SECTION 4.2
CONSTITUTES SAMSUNG'S EXCLUSIVE LIABILITY, AND FAIRCHILD'S EXCLUSIVE REMEDY, FOR
ANY BREACH OF WARRANTY. EXCEPT AS SET FORTH IN SECTION 4.2, SAMSUNG MAKES AND
FAIRCHILD RECEIVES NO WARRANTIES ON THE MASKS SUPPLIED HEREUNDER, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, AND SAMSUNG SPECIFICALLY DISCLAIMS ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE V
ORDERS
Section 5.1 Orders. All sales and purchases between Samsung and
Fairchild shall be initiated by Fairchild's issuance of written purchase orders
with reasonable
3
<PAGE> 4
lead time sent by either registered mail or facsimile followed by mail. Such
purchase orders shall be submitted to Samsung on or before the tenth (10th) day
prior to the end of each month, describing the quantity and type of the products
and shipping and invoicing instructions requested by Fairchild for delivery
the following month. By written agreement of the Parties, purchase orders may
also be sent and acknowledged by electronic data exchange or other mutually
satisfactory system. In the event of any conflict between the terms and
conditions of this Agreement and either Party's purchase order, acknowledgment,
or similar forms, the Parties shall resolve such conflict in good faith.
ARTICLE VI
PRICES AND PAYMENT
Section 6.1 Prices. Set forth in Schedule 6.1 hereto are the prices,
expressed in U.S. Dollars, that Fairchild shall pay to Samsung for the supply of
Masks hereunder during the term of this Agreement. Such prices are on an EX
WORKS Kiheung, Korea Facilities basis. The Parties acknowledge and agree that
the prices in Schedule 6.1 hereto reflect the sum of Samsung's standard
manufacturing costs, material costs, interest and general and administrative
expenses for the production of Masks hereunder in Korean Won, such costs,
interest and expenses being converted into U.S. Dollars at the exchange rate of
1200 Korean Won : 1 U.S. Dollar.
Section 6.2 Payment. Prices shall be paid in U.S. Dollars by
telegraphic transfer. Payment terms are net thirty (30) days from the date of
tax invoice.
Section 6.3 Miscellaneous Charges and Taxes. Fairchild shall pay, in
addition to the prices quoted or invoiced, the amount of any special handling
charges if such charges were paid by the Business in Past Practices. Fairchild
shall also pay all sales, use, VAT, excise or other similar tax applicable to
the sale of goods or provision of services covered by this Agreement, or
Fairchild shall supply Samsung with an appropriate tax exemption certificate.
Section 6.4 Interest on Late Payments. If Fairchild fails to make any
payment due hereunder by the date it is due, Fairchild shall pay to Samsung, in
addition to the amount of such payment due, a late charge of one-twentieth of
one percent (1/20%) of the outstanding amount per day from the due date of the
payment until finally paid.
Section 6.6 Prorated Charges. Should Fairchild terminate any order
prior to process completion, Fairchild shall be charged a prorated portion of
the full price of such Masks subject to a negotiated adjustment, based on the
process termination point, including handling incurred by Samsung in processing
the total quantity started.
Section 6.5 Additional Services. For Masks not reflected in Schedule
6.1, terms shall be on an individual purchase order basis at prices to be
negotiated by the Parties; provided, however, that for Masks not reflected in
Schedule 6.1 but which were supplied in Past Practices, the Parties shall
negotiate in good faith to determine prices for such services using a
4
<PAGE> 5
methodology consistent with that used to determine the prices set forth in
Schedule 6. 1.
ARTICLE VII
DELIVERY
Section 7.1 Delivery. Samsung shall deliver Masks on the delivery
dates agreed to by the Parties. Delivery of 90% or more of volume of Masks
published in the order and made within -7/+2 days of the delivery date(s) agreed
to by the Parties shall constitute timely delivery. Delivery will be on an EX
WORKS Kiheung, Korea Facilities basis, at which point delivery shall be deemed
to be made and risk of loss and title shall pass to Fairchild. Deliveries will
be subject to incoming inspection as set forth in Section 4.1.
Section 7.2 Late Delivery. If Samsung fails to timely deliver Masks in
accordance with Section 7.1, Fairchild shall have the right in its sole
discretion to cancel all or any part of the purchase order pertaining to such
Masks. Any obligation of Fairchild under any commitment to Samsung under this
Agreement associated with such cancelled purchase order shall be discharged in
full and Fairchild shall have no liability whatsoever to Samsung thereof.
Section 7.3 Packing. All Masks delivered pursuant to the terms of this
Agreement shall be suitable, packed for shipment in containers specified by
Fairchild, marked for shipment to Fairchild's address set forth in the
applicable purchase order and delivered to a carrier or forwarding agent chosen
by Fairchild. Should Fairchild fail to designate a carrier, forwarding agent or
type of conveyance, Samsung shall make such designation in conformance with its
standard shipping practices. Delivery will be EX WORKS Kiheung, Korea Facilities
basis, at which time risk of loss and title shall pass to Fairchild.
Section 7.4 Lot Integrity. To facilitate the inspection of deliveries
to Fairchild, lot integrity shall be maintained on all such deliveries, unless
specifically waived by mutual agreement of the Parties.
Section 7.5 Cancellation. Subject to the provisions of Section 5 and
its other obligations hereunder, Fairchild may cancel any purchase order upon
30 days written notice prior to the commencement of manufacturing without
charge, provided that Fairchild reimburses samsung for labor costs actually
incurred by Samsung and the cost of any raw materials purchased for such order
to the extent such raw materials are not used for any other products.
Section 7.6 Production Stoppages. Fairchild may request that Samsung,
stop production of Masks in process for Fairchild's convenience, and Samsung
shall consider stopping depending on the point of process. In such event,
Fairchild shall pay for all Masks at the agreed price, subject to a negotiated
adjustment based upon the degree of competition of the Masks and whether or not
Samsung is able to use the unfilled capacity. Samsung shall, if reasonably
practicable, restart production of stopped Masks within a reasonable time after
receipt of a written request from Fairchild, subject to Fairchild's payment of
any additional expenses incurred.
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<PAGE> 6
Section 7.7 Partially Completed Inventory . In the event that
Fairchild elects to maintain an inventory of partially finished Masks, ownership
of the partially finished Masks shall pass to Fairchild when they reach the
holding point defined by the relevant process flow. Samsung shall invoice
Fairchild for such Masks, but they shall be stored under clean-room
conditions and remain in Samsung's processing WIP management system. Samsung
shall inform Fairchild of the number and types of these Masks remaining in
inventory at the end of each month. Further, the electronic records and physical
inventory shall be available for inspection by Fairchild at any time. Samsung
shall credit Fairchild with the amount previously invoiced for any such Masks at
such time as they are restarted in the process flow.
ARTICLE VIII
QUALITY CONTROL; INSPECTION; AND RELIABILITY
Section 8. 1 Specifications. Samsung shall manufacture and provide
Masks in accordance with the specifications for the applicable Mask. Prior to
shipment, Samsung shall perform the electrical parameter testing and other
inspections specified to be performed by it in the applicable specifications on
each Mask lot manufactured. Samsung shall only ship those Mask lots that
successfully pass the applicable specifications. Samsung shall electronically
provide Fairchild with the electrical test data specified in the applicable
specifications.
Section 8.2 Certification. Samsung warrants that It will maintain
ISO9001/ISO14001 certification throughout the term of this Agreement. Samsung
shall provide Fairchild notice of any audits and copies of any report or
correspondence relating, to such or similar certifications.
ARTICLE IX
ON-SITE INSPECTION AND INFORMATION
Section 9.1 Inspection and Evaluation Samsung shall allow Fairchild
and/or Fairchild's customers to visit and evaluate the Facilities during, normal
business hours as part of established source inspection programs, it being
understood and agreed between Fairchild and Samsung that Fairchild must obtain
the concurrence of Samsung for the scheduling of all such visits, which
concurrence shall not be unreasonably withheld.
Section 9.2 Information. Upon Fairchild's written request, Samsung will
provide Fairchild with process control information, including but not limited
to: process and electrical test yield results, current process specifications
and conformance to specifications; calibration schedules and logs for equipment;
environmental monitor information for air, gases and DI water; documentation of
operator qualification and training; documentation of traceability through
Samsung's operation; and Samsung verification information.
ARTICLE X
[Reserved.)
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ARTICLE XI
TERM AND TERMINATION
Section 11.1 Term. The term of this Agreement shall be three years
from the Effective Date.
Section 11.2 Termination. This Agreement may be terminated (i) upon
mutual agreement of the Parties; or (ii) by one Party sending a written notice
to the other Party of the termination of this Agreement, which notice specifies
the reason for the termination, upon the happening of any one or more of the
following events:
(a) The other Party is the subject of a bankruptcy, corporate
reorganization or composition petition filed in a court of competent
jurisdiction, whether voluntary or involuntary, which petition in the event of
an involuntary petition is not dismissed within thirty (30) days; if a receiver
or trustee is appointed for all or a substantial portion of the assets of the
other Party; or if the other Party makes an assignment for the benefit of its
creditors; or
(b) The other Party fails to perform substantially any material
covenant or obligation, or breaches any material representation or warranty
provided for herein; provided, however, that no right of termination shall arise
hereunder until thirty (30) days after receipt of written notice by the Party
who has failed to perform from the other Party, specifying the failure of
performance, and said failure having not been remedied or cured during said
thirty (30) day period. For purposes of this section, material breach shall mean
a breach that would reasonably be expected to result in a serious adverse effect
on the non-breaching Party's business operations related to the Masks.
Section 11.3 Effect of Termination. Upon termination of this
Agreement, all rights granted hereunder shall immediately terminate and each
Party shall return to the other Party any property belonging to the other Party
which is in its possession. Fairchild's liability to Samsung for any costs or
expenses, including but not limited to materials, inventory and
work-in-progress, arising from any order placed by Fairchild with Samsung prior
to termination shall not be affected by the termination of this Agreement.
Nothing in this Article II is intended to relieve either Party of any liability
for any payment or other obligation existing at the time of termination. The
provisions of Sections 11.3, 12.1, 12.2, 14.1, 14.2, 14.3, 14.8, 14.10, 14.12,
14.17 and 14.18 shall survive the termination of this Agreement for any reason.
ARTICLE XII
CONFIDENTIALITY
Section 12.1 Confidential. Samsung and Fairchild agree that any
confidential Information (as defined in the Confidentiality Agreement executed
between Samsung Electronics Co., Ltd. and Fairchild Semiconductor Corporation on
September 18, 1998) each Party discloses, generates or otherwise acquires under
this Agreement, as the case may be, shall be treated in accordance with the
terms and conditions of the Confidentiality Agreement. Samsung and Fairchild
further agree that, in the event the Confidentiality Agreement expires
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<PAGE> 8
prior to termination or expiration of this Agreement, the terms and conditions
of the Confidentiality Agreement shall continue to apply with respect to any
Confidential Information disclosed, generated or otherwise acquired under this
Agreement.
Section 12.2 Ownership and Maintenance of Data. Ail records, data files
(and the data contained therein), input materials, reports and other materials
provided to Samsung by Fairchild and derivative data computed or processed
therefrom (collectively the "Data") pursuant to this Agreement after the
Effective-Date will be the exclusive property of Fairchild, and Samsung shall
not possess any interest, title, lien or right in connection therewith. Samsung
shall safeguard the Data to the same extent it protects its own similar
materials, but in no case in an unreasonable manner. Data shall not be used by
Samsung for any purpose other than in support of Samsung's obligations
hereunder. Neither the Data nor any part thereof shall be disclosed, sold
assigned, leased or otherwise disposed of to third parties by Samsung or
commercially exploited by or on behalf of Samsung, its employees or agents. If a
Party determines that it is required to disclose any information pursuant to
applicable law or receives any demand under lawful process to disclose or
provide information of the other Party that is subject to the confidentiality
provisions hereof, such Party shall notify the other Party prior to disclosing
and providing such information and shall cooperate at the expense of the
requesting Party in seeking any reasonable protective arrangements requested by
such other Party. Subject to the foregoing, the Party that receives such request
may thereafter disclose or provide information to the extent required by such
law or by lawful process. Upon termination of this Agreement, Samsung shall
provide Fairchild reasonable access to retained Data for a period not to exceed
three (3) months following said termination whereupon, upon Fairchild's request,
such Data will be transferred to Fairchild at Fairchild's cost, except in the
event of termination by Fairchild under Section 11.2(b) by reason of Samsung's
material breach, in which case, such transfer will be made at Samsung's cost.
ARTICLE XIII
FORCE MAJEURE
Section 13.1 Force Majeure.
(a) A Party is not liable for a failure to perform any of its
obligations under this Agreement insofar as it proves that the failure was due
force majeure.
(b) Force majeure within paragraph (a) above may result from
events including, but not limited to, (i) war, whether declared or not, riots,
acts of sabotage, explosions, fires, destruction of equipment/machines, or
inability to obtain raw materials, (ii) natural disasters, such as violent
storms, earthquakes, floods and destruction by lightning, (iii) the intervention
of any Governmental Authority, (iv) boycotts, strikes and lock-outs of all kinds
and work-stoppages and (v) any other cause, whether similar or dissimilar to the
foregoing beyond the control of the Party claiming the benefit.
(c) A Party seeking relief hereunder shall as soon as
practicable after the force majeure and its effects upon its ability to perform
became known to it give notice to the other Party of such force majeure.
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<PAGE> 9
ARTICLE XIV
MISCELLANEOUS
Section 14.1 Notices. All notices hereunder shall be sufficiently given
for all purposes hereunder if in writing and delivered personally, sent by
documented overnight delivery service or, to the extent receipt is confirmed,
telecopy or other electronic transmission service to the appropriate addresses
or numbers as set forth below.
Notices to Samsung shall be addressed to:
Samsung Electronics Co., Ltd.
Samsung Main Building
250, 2-Ka, Taepyung-Ro, Chung-Ku
Seoul, Korea
Attention: Director, Legal Department
Telecopy No.: 822-727-7179
with a copy to:
Bae, Kim & Lee
Hankook Tire Bldg. 647-15
Yoksam-dong, Kangnam-gu
Seoul 135-723, Korea
Attention: Kap-You Kim
Telecopy No.: 822-3404-0001
or at such other address and to the attention of such other Person as Samsung
may designate by written notice to Fairchild.
Notices to Fairchild shall be addressed to:
Fairchild Korea Semiconductor Ltd.
82-33, Todang-Dong
Wonmi District
Puchon City, Kyonaggi Province
Korea
Attention: President
Telecopy No.: (82 32) 683-1199
with copies to:
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<PAGE> 10
Fairchild Semiconductor Corporation
333 Western Avenue, M.S. 01-00
South Portland, Maine 04106
Attention: Daniel E. Boxer
Telecopy No.: (01)(207)761-6020
and to:
Kim & Chang,
223 Naeja-Dong, Chongro-Ku
Seoul 110-053, Korea
Attention: Y.J. Ro
Telecopy No.: (82 2)-737-9091
Or at such other address and to the attention of such other Person as Fairchild
may designate by written notice to Samsung.
Section 14.2 Indemnification. (a) Each Party (the "Indemnifying
Party"), at its own expense and cost, shall defend any suit, claim or legal
proceeding against the other Party (the "Indemnified Party") for the
infringement of patents or trademark, or claims based on allegations of
copyright, trade secret or other proprietary right infringement, by the
Indemnifying Party. The Indemnifying Party shall pay all damages and costs which
may be awarded against the Indemnified Party because of such infringement by the
Indemnifying Party.
(b) The Indemnifying Party's duties under the immediately
preceding paragraph (a) are conditional upon the Indemnified Party furnishing to
the Indemnifying Party prompt written notice of the commencement of any suit or
proceeding or any claim of infringement and a copy of each written communication
relating to the alleged infringement, and giving to the Indemnifying Party
authority and reasonable assistance (at the Indemnifying Party's expense and
cost) to defend or settle such law suit, proceeding or claim. The Indemnifying
Party shall not be bound by any settlement made without its prior consent.
Section 14.3 Governing Law; Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the Republic
of Korea without reference to the choice of law principles thereof. Fairchild
and Samsung consent to and hereby submit to the non-exclusive jurisdiction of
the Seoul District Court located in the Republic of Korea in connection with any
action, suit or proceeding arising out of or relating to this agreement, and
each of the parties irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
Section 14.4 Effectiveness. The Parties' obligations under this
Agreement are conditioned upon the Closing, the occurrence of which is subject
to various conditions set forth in the Business Transfer Agreement. This
Agreement shall become operative if and when the Closing occurs and shall be
null and void if the Closing does not occur for any reason.
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Section 14.5 Headings; Definitions. The section and article headings
contained in this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement. All references
to Sections or Articles contained herein mean 0 Sections or Articles of this
Agreement unless otherwise stated.
Section 14.6 Amendment. This Agreement may not be amended, modified,
superseded, canceled, renewed or extended receipt by a written instrument signed
by the Party to be charged therewith.
Section 14.7 Waiver; Effect of Waiver. No provision of this Agreement
may be waived except by a written instrument signed by the Party waiving
compliance. No waiver by any Party of any of the requirements hereof or of any
of such Party's rights hereunder shall release the other Party from full
performance of its remaining obligations stated herein. No failure to exercise
or delay in exercising on the part of any Party any right, power or privilege of
such Party shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other or further exercise
thereof or the exercise of any other right, power or privilege by such Party.
Section 14.8 Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be deemed invalid,
illegal or unenforceable to any extent or for any reason, such provision shall
be severed from this Agreement and the remainder of this Agreement and the
application thereof shall not be affected and shall be enforceable to the
fullest extent permitted by law. A provision which is valid, legal and
enforceable shall be substituted for the severed provision.
Section 14.9 No Third-Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended to or shall confer on any Person other than the
Parties and their respective successors or assigns any rights (including
third-party beneficiary rights), remedies, obligations or liabilities under or
by reason of this Agreement. This Agreement shall not provide third parties with
any remedy, claim, liability, reimbursement, cause of action or other right in
excess of those existing without reference to the terms of this Agreement.
Section 14.10 Interpretation; Absence of Presumption.
(a) For the purposes hereof, (i) words in the singular shall
be held to include the plural and vice versa and words of one gender shall be
held to include the other gender as the context requires, (ii) the terms
"hereof," "herein," and "herewith" and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement as a whole (including
all of the Schedules hereto) and not to any particular provision of this
Agreement, and Article, Section, paragraph and Schedule references are to the
Articles, Sections, paragraphs and Schedules to this Agreement unless otherwise
specified, (iii). the word "including" and words of similar import when used in
this Agreement means "including' without limitation," unless the context
otherwise requires or unless otherwise specified, (iv) the word "or" shall not
be exclusive, (v) provisions shall apply, when appropriate, to successive events
and transactions, and (vi) all references to any period of days shall be deemed
to be to the relevant number of calendar days.
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(b) This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the Party
drafting or causing any instrument to be drafted.
Section 14.11 Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by
each of the Parties and delivered to the other Party.
Section 14.12 Entire Agreement. This Agreement (including agreements
incorporated herein), the Business Transfer Agreement, the Confidentiality
Agreement and the Schedules hereto contain the entire agreement between the
Parties with respect to the subject matter hereof and there are no agreements,
understandings, representations or warranties between the Parties other than
those set forth or referred to herein.
Section 14.13 Relationship of the Parties. Samsung shall perform all
services hereunder as an independent contractor. This Agreement does not create
a fiduciary or agency relationship between Samsung and Fairchild, each of
which shall be and at all times remain independent companies for all purposes
hereunder. Nothing in this Agreement is intended to make either Party a general
or special agent, joint venturer, partner or employee of the other for any
purpose.
Section 14.14 Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and assigns;
provided, however, that no Party will assign its rights or delegate its
obligations under this Agreement without the express prior written consent of
the other Party, except that (i) Fairchild may assign its rights hereunder as
collateral security to any bona fide financial institution engaged in
acquisition financing in the ordinary course providing financing to consummate
the transactions contemplated hereby or any bona fide financial institution
engaged in acquisition financing in the ordinary course through which such
financing is refunded, replaced or refinanced and any of the foregoing financial
institutions may assign such rights in connection with a sale of Fairchild in
the form then being conducted by Fairchild substantially as an entirety and (ii)
Samsung and Fairchild each may assign its rights and obligations under this
Agreement to any Entity that succeeds to substantially all of its assets and
liabilities.
Section 14.15 Fulfillment of Obligations. Any obligation of any Party
to any other Party under this agreement, which obligation is performed,
satisfied or fulfilled by an Affiliate of such Party, shall be deemed to have
been performed, satisfied or fulfilled by such Party.
Section 14.16 Publicity. Neither Party shall, without the approval of
the other Party, make any press release or other public announcement concerning
the terms of the transactions contemplated by this Agreement, except as and to
the extent that any such Party shall be so obligated by law or pursuant to a
lawful request of a government agency.
Section 14.17 Specific Performance. The Parties each acknowledge that,
in view of the uniqueness of the subject matter hereof, the Parties would not
have an adequate remedy at
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<PAGE> 13
law for money damages in the event that this Agreement were not performed in
accordance with its terms, and therefore agree that the Parties shall be
entitled to specific enforcement of the terms hereof in addition to any other
remedy to which the Parties may be entitled at law or in equity.
Section 14. 18 No Consequential Damages. In no event shall either Party
be liable for any indirect, special, incidental, or consequential damages
resulting from the other Party's performance or failure to perform under this
Agreement, or the furnishing, performance, or use of any goods or services sold
pursuant hereto, whether due to breach of contract, breach of warranty,
negligence or otherwise, regardless of whether the nonperforming Party was
advised of the possibility of such damages or not.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed on their behalf as of the date first written above.
SAMSUNG ELECTRONICS CO., LTD.
By: /s/ Kim Suk
---------------------------
Name:
---------------------------
Title:
---------------------------
FAIRCHILD KOREA SEMICONDUCTOR LTD.
By: /s/ Joseph R. Martin
---------------------------
Name: Joseph R. Martin
---------------------------
Title: Exec. V.P.
---------------------------
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<PAGE> 15
Schedule 6.1
Pricing and payment
<TABLE>
<CAPTION>
unit: USD
- --------------------------------------------------------------------------------
Overhead
Manufacturing (interest +general
Size CD Spot cost & administrative) Total cost
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
5" F (</=2.5) 0.25 879.16 245 1,124.26
G (</=3.5) 702.5 173.33 875.83
H (</=4.1) 656.66 155 811.66
I (</=5.5) 625 141.66 767.50
J (</=7.4) 577.5 126.66 704.16
K (>7.4) 561.66 120.83 682.5
- --------------------------------------------------------------------------------
Master 5" 5"-mast 447.5 130 577.5
6" 6"-mast 473.33 140 614.16
- --------------------------------------------------------------------------------
Copy 5" 5"-copy 75 16.66 91.66
- --------------------------------------------------------------------------------
Rework 344.16 60 404.16
- --------------------------------------------------------------------------------
Dummy Main inch CD spot cost * 50%
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
Exhibit 10.47
CREDIT AGREEMENT
dated as of April 14, 1999,
among
FAIRCHILD SEMICONDUCTOR CORPORATION,
FSC SEMICONDUCTOR CORPORATION,
THE LENDERS NAMED HEREIN
and
CREDIT SUISSE FIRST BOSTON,
as Lead Arranger and Administrative Agent
SALOMON BROTHERS HOLDING COMPANY INC
Syndication Agent
ABN AMRO BANK NV
and
FLEET NATIONAL BANK
Documentation Agents
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
ARTICLE I
Definitions
SECTION 1.01. Defined Terms............................................................... 2
SECTION 1.02. Terms Generally............................................................. 26
ARTICLE II
The Credits
SECTION 2.01. Commitments................................................................. 26
SECTION 2.02. Loans....................................................................... 27
SECTION 2.03. Borrowing Procedure......................................................... 28
SECTION 2.04. Evidence of Debt; Repayment of Loans........................................ 29
SECTION 2.05. Fees........................................................................ 29
SECTION 2.06. Interest on Loans........................................................... 30
SECTION 2.07. Default Interest............................................................ 31
SECTION 2.08. Alternate Rate of Interest.................................................. 31
SECTION 2.09. Termination and Reduction of Commitments.................................... 31
SECTION 2.10. Conversion and Continuation of Borrowings................................... 32
SECTION 2.11. Repayment of Term Borrowings................................................ 33
SECTION 2.12. Prepayment.................................................................. 35
SECTION 2.13. Mandatory Prepayments....................................................... 36
SECTION 2.14. Reserve Requirements; Change in Circumstances............................... 38
SECTION 2.15. Change in Legality.......................................................... 39
SECTION 2.16. Indemnity................................................................... 40
SECTION 2.17. Pro Rata Treatment.......................................................... 40
SECTION 2.18. Sharing of Setoffs.......................................................... 41
SECTION 2.19. Payments.................................................................... 41
SECTION 2.20. Taxes....................................................................... 42
SECTION 2.21. Assignment of Commitments Under Certain Circumstances;
Duty to Mitigate......................................................... 43
SECTION 2.22. Swingline Loans............................................................. 44
SECTION 2.23. Letters of Credit........................................................... 45
ARTICLE III
Representations and Warranties
SECTION 3.01. Organization; Powers........................................................ 49
SECTION 3.02. Authorization............................................................... 50
SECTION 3.03. Enforceability.............................................................. 50
SECTION 3.04. Governmental Approvals...................................................... 50
</TABLE>
<PAGE> 3
2
<TABLE>
<S> <C> <C>
SECTION 3.05. Financial Statements........................................................ 50
SECTION 3.06. No Material Adverse Change.................................................. 51
SECTION 3.07. Title to Properties; Possession Under Leases................................ 51
SECTION 3.08. Subsidiaries................................................................ 51
SECTION 3.09. Litigation; Compliance with Laws............................................ 52
SECTION 3.10. Agreements.................................................................. 52
SECTION 3.11. Federal Reserve Regulations................................................. 52
SECTION 3.12. Investment Company Act; Public Utility Holding Company Act.................. 52
SECTION 3.13. Use of Proceeds............................................................. 52
SECTION 3.14. Tax Returns................................................................. 53
SECTION 3.15. No Material Misstatements................................................... 53
SECTION 3.16. Employee Benefit Plans...................................................... 53
SECTION 3.17. Environmental Matters....................................................... 54
SECTION 3.18. Insurance................................................................... 54
SECTION 3.19. Security Documents.......................................................... 54
SECTION 3.20. Location of Real Property and Leased Premises............................... 55
SECTION 3.21. Labor Matters............................................................... 56
SECTION 3.22. Solvency.................................................................... 56
SECTION 3.23. Representatives and Warranties in Documents................................. 56
SECTION 3.24. Year 2000................................................................... 56
SECTION 3.25. Letters of Credit........................................................... 57
ARTICLE IV
Conditions of Lending
SECTION 4.01. All Credit Events........................................................... 57
SECTION 4.02. First Credit Event.......................................................... 58
ARTICLE V
Affirmative Covenants
SECTION 5.01. Existence; Businesses and Properties........................................ 61
SECTION 5.02. Insurance................................................................... 61
SECTION 5.03. Obligations and Taxes....................................................... 62
SECTION 5.04. Financial Statements, Reports, etc. ........................................ 63
SECTION 5.05. Litigation and Other Notices................................................ 65
SECTION 5.06. Employee Benefits........................................................... 65
SECTION 5.07. Maintaining Records; Access to Properties and Inspections................... 65
SECTION 5.08. Use of Proceeds............................................................. 65
SECTION 5.09. Compliance with Environmental Laws.......................................... 65
SECTION 5.10. Preparation of Environmental Reports........................................ 66
SECTION 5.11. Further Assurances.......................................................... 66
SECTION 5.12. Interest Rate Protection.................................................... 66
SECTION 5.13. Fiscal Year Change.......................................................... 66
SECTION 5.14. Fairchild Korea Transactions ............................................... 67
</TABLE>
<PAGE> 4
3
<TABLE>
<S> <C> <C>
SECTION 5.15. Korean Stock ............................................................... 67
SECTION 5.16. Survey of Utah Mortgaged Property........................................... 67
SECTION 5.17. VAT Refund.................................................................. 67
SECTION 5.18. Zoning...................................................................... 67
ARTICLE VI
Negative Covenants
SECTION 6.01. Indebtedness................................................................ 68
SECTION 6.02. Liens....................................................................... 69
SECTION 6.03. Sale and Lease-Back Transactions............................................ 71
SECTION 6.04. Investments, Loans and Advances............................................. 71
SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions................... 73
SECTION 6.06. Dividends................................................................... 74
SECTION 6.07. Transactions with Affiliates................................................ 75
SECTION 6.08. Capital Expenditures........................................................ 76
SECTION 6.09. Consolidated Interest Coverage Ratio........................................ 77
SECTION 6.10. Consolidated Fixed Charge Coverage Ratio.................................... 77
SECTION 6.11. Maximum Leverage Ratio...................................................... 77
SECTION 6.12. Limitation on Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-laws and Certain Other Agreements,
etc......................................................................... 77
SECTION 6.13. Limitation on Certain Restrictions on Subsidiaries.......................... 78
SECTION 6.14. Limitation on Issuance of Capital Stock..................................... 79
SECTION 6.15. Limitation on Creation of Subsidiaries...................................... 79
SECTION 6.16. Business.................................................................... 79
SECTION 6.17. Designated Senior Indebtedness.............................................. 80
SECTION 6.18. Fiscal Year................................................................. 80
ARTICLE VII
Events of Default........................................................... 80
ARTICLE VIII
The Administrative Agent and the Collateral Agent........................... 82
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices..................................................................... 85
SECTION 9.02. Survival of Agreement....................................................... 85
SECTION 9.03. Binding Effect.............................................................. 85
</TABLE>
<PAGE> 5
4
<TABLE>
<S> <C> <C>
SECTION 9.04. Successors and Assigns...................................................... 86
SECTION 9.05. Expenses; Indemnity......................................................... 89
SECTION 9.06. Right of Setoff............................................................. 90
SECTION 9.07. Applicable Law.............................................................. 90
SECTION 9.08. Waivers; Amendment.......................................................... 91
SECTION 9.09. Interest Rate Limitation.................................................... 92
SECTION 9.10. Entire Agreement............................................................ 92
SECTION 9.11. WAIVER OF JURY TRIAL........................................................ 92
SECTION 9.12. Severability................................................................ 92
SECTION 9.13. Counterparts................................................................ 93
SECTION 9.14. Headings.................................................................... 93
SECTION 9.15. Jurisdiction; Consent to Service of Process................................. 93
SECTION 9.16. Judgment Currency........................................................... 93
SECTION 9.17. Confidentiality............................................................. 94
Schedule 1.01(a) Mortgaged Properties
Schedule 1.01(b) Subsidiary Guarantors
Schedule 2.01 Lenders and Commitments
Schedule 3.04 Governmental Approvals
Schedule 3.07(c) Condemnation Proceedings
Schedule 3.08 Subsidiaries
Schedule 3.09 Litigation
Schedule 3.17 Environmental Matters
Schedule 3.18 Insurance
Schedule 3.19(d) Mortgage Filing Offices
Schedule 3.20(a) Real Property Owned In Fee
Schedule 3.20(b) Leased Real Property
Schedule 4.02(a) Other Local Counsel
Schedule 6.01 Outstanding Indebtedness on Closing Date
Schedule 6.02 Liens Existing on Closing Date
Exhibit A Form of Administrative Questionnaire
Exhibit B Form of Assignment and Acceptance
Exhibit C Form of Borrowing Request
Exhibit D Form of Indemnity, Subrogation and Contribution Agreement
Exhibit E-1 Form of Mortgage
Exhibit E-2 Form of Deed of Trust
Exhibit F Form of Parent Guarantee Agreement
Exhibit G Form of Pledge Agreement
Exhibit H Form of Security Agreement
Exhibit I Form of Subsidiary Guarantee Agreement
Exhibit J-1 Form of Opinion of Dechert, Price & Rhoads
Exhibit J-2 Form of Opinion of Kim & Chang
Exhibit J-3 Form of Opinion of Local Counsel
</TABLE>
<PAGE> 6
CREDIT AGREEMENT dated as of April 14, 1999,
among FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware
corporation (the "Borrower"), FSC SEMICONDUCTOR
CORPORATION, a Delaware corporation ("Holdings"), the
Lenders (as defined in Article I), CREDIT SUISSE
FIRST BOSTON, a bank organized under the laws of
Switzerland, acting through its New York branch, as
swingline lender (in such capacity, the "Swingline
Lender"), as an Issuing Bank (as defined in Article
I), and as administrative agent (in such capacity,
the "Administrative Agent") and as collateral agent
(in such capacity, the "Collateral Agent") for the
Lenders, SALOMON BROTHERS HOLDING COMPANY INC, as
syndication agent (in such capacity, the "Syndication
Agent"), FLEET NATIONAL BANK, as an Issuing Bank and
as a documentation agent, and ABN AMRO BANK NV, as a
documentation agent (together with Fleet National
Bank in such capacity, the "Documentation Agents").
Pursuant to the Business Transfer Agreement (such term and each other
capitalized term used but not defined herein having the meaning given it in
Article I), Fairchild Korea intends to acquire (the "Acquisition") the PD
Business of Samsung for $455,000,000 (or such lesser amount as may actually be
paid by Fairchild Korea to consummate the acquisition) in cash (the "Cash
Consideration"), excluding the refinancing of indebtedness, the payment of
interest to Samsung on all or a portion of the Cash Consideration that may be
evidenced by a note or other instrument of the Borrower and Fairchild Korea
prior to the Closing Date and the payment of fees and expenses, and subject to
adjustment as provided in the Business Transfer Agreement.
The Borrower has requested the Lenders to extend credit in the form of
(a) Tranche A Term Loans on the Closing Date, in an aggregate principal amount
not in excess of $100,000,000, (b) Tranche B Term Loans on the Closing Date, in
an aggregate principal amount not in excess of $210,000,000, and (c) Revolving
Loans at any time and from time to time prior to the Revolving Credit Maturity
Date, in an aggregate principal amount at any time outstanding not in excess of
$100,000,000. The Borrower has requested the Swingline Lender to extend credit,
at any time and from time to time prior to the Revolving Credit Maturity Date,
in the form of Swingline Loans. The Borrower has requested the Issuing Bank to
issue letters of credit, in an aggregate face amount at any time outstanding not
in excess of $25,000,000, to support payment obligations incurred in the
ordinary course of business by the Borrower and its Subsidiaries. The proceeds
of the Term Loans are to be used, together with the proceeds of the New Senior
Subordinated Notes and the proceeds of the Holdings Subordinated Note, solely
(i) to purchase the Fairchild Korea Bond, (ii) to make the Fairchild Korea
Acquisition Loan, (iii) to make the Fairchild California Contribution, with the
proceeds thereof used by Fairchild California to make the Fairchild Korea
Investment (which, together with the proceeds of the sale of the Fairchild Korea
Bond and a portion of the proceeds of the Fairchild Korea Acquisition Loan, will
enable Fairchild Korea to pay the Cash Consideration and any interim interest
thereon), (iv) to repay all amounts outstanding under the Existing Credit
Agreement and (v) to pay related fees and expenses. The proceeds of the
Revolving Loans and the Swingline Loans are to be used solely for general
corporate purposes.
The Lenders are willing to extend such credit to the Borrower and the
Issuing Bank is willing to issue letters of credit for the account of the
Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:
<PAGE> 7
2
ARTICLE I
Definitions
SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:
"ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.
"ABR Loan" shall mean any ABR Term Loan or ABR Revolving Loan.
"ABR Revolving Loan" shall mean any Revolving Loan bearing interest at
a rate determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.
"ABR Term Borrowing" shall mean a Borrowing comprised of ABR Term
Loans.
"ABR Term Loan" shall mean any Term Loan bearing interest at a rate
determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.
"Acquisition" shall have the meaning assigned to such term in the first
introductory paragraph hereof.
"Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the product of (a) the LIBO Rate
in effect for such Interest Period and (b) Statutory Reserves.
"Administrative Agent Fees" shall have the meaning assigned to such
term in Section 2.05(b).
"Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit A, or such other form as may be supplied
from time to time by the Administrative Agent.
"Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified; provided, however, that for purposes of Section 6.07, the term
"Affiliate" shall also include any person that directly or indirectly owns more
than 5% of any class of capital stock of the person specified or that is an
officer or director of the person specified.
"Aggregate Revolving Credit Exposure" shall mean the aggregate amount
of the Lenders' Revolving Credit Exposures.
"Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. If the Administrative Agent shall
have determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of
<PAGE> 8
3
the definition thereof, the Alternate Base Rate shall be determined without
regard to clause (b) of the preceding sentence until the circumstances giving
rise to such inability no longer exist. Any change in the Alternate Base Rate
due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective on the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively. The term "Prime Rate" shall mean the rate of
interest per annum publicly announced from time to time by the Administrative
Agent as its prime rate in effect at its principal office in New York City; each
change in the Prime Rate shall be effective on the date such change is publicly
announced as being effective. The term "Federal Funds Effective Rate" shall
mean, for any day, the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average of the quotations for the day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.
"Applicable Percentage" shall mean, for any day, with respect to any
Eurodollar Loan or ABR Loan, as the case may be, the applicable percentage set
forth below under the caption "Eurodollar Spread--Tranche A Term Loans and
Revolving Loans", "Eurodollar Spread--Tranche B Term Loans" or "ABR
Spread--Tranche A Term Loans and Revolving Loans" or "ABR Spread--
<PAGE> 9
4
Tranche B Term Loans", as the case may be, based upon the Leverage Ratio as of
the relevant date of determination:
<TABLE>
<CAPTION>
Eurodollar
Spread- ABR Spread-
Tranche A Tranche A Eurodollar
Term Loans and Term Loans Spread- ABR Spread-
Leverage Revolving and Revolving Tranche B Tranche B
Ratio Loans Loans Term Loans Term Loans
-------- -------------- ------------- ---------- -----------
<S> <C> <C> <C> <C>
Category 1 3.00% 2.00% 3.50% 2.50%
Equal to or greater than
4.00 to 1.00
Category 2 2.75% 1.75% 3.25% 2.25%
Equal to or greater than
3.50 to 1.00, but less than
4.00 to 1.00
Category 3 2.50% 1.50% 3.00% 2.00%
Equal to or greater than
3.25 to 1.00, but less than
3.50 to 1.00
Category 4 2.25% 1.25% 2.75% 1.75%
Equal to or greater than
3.00 to 1.00, but less than
3.25 to 1.00
Category 5 2.00% 1.00% 2.75% 1.75%
Equal to or greater than
2.75 to 1.00, but less than
3.00 to 1.00
Category 6 1.75% 0.75% 2.75% 1.75%
Less than 2.75 to 1.00
</TABLE>
Each change in the Applicable Percentage resulting from a change in the
Leverage Ratio shall be effective with respect to all Loans and Letters of
Credit outstanding on and after the date of delivery to the Administrative Agent
of the financial statements and certificates required by Section 5.04(a) or (b)
and Section 5.04(d), respectively, indicating such change until the date
immediately preceding the next date of delivery of such financial statements and
certificates
<PAGE> 10
5
indicating another such change. Notwithstanding the foregoing, until October 14,
1999, the Leverage Ratio shall be deemed to be in Category 2 for purposes of
determining the Applicable Percentage; provided, however, that (a) at any time
during which the Borrower has failed to deliver the financial statements and
certificates required by Section 5.04(a) or (b) and Section 5.04(d),
respectively, or (b) at any time after the occurrence and during the continuance
of an Event of Default, the Leverage Ratio shall be deemed to be in Category 1
for purposes of determining the Applicable Percentage.
"Asset Sale" shall mean the sale, transfer or other disposition (by way
of merger or otherwise) by Holdings, the Borrower or any of the Subsidiaries to
any person other than the Borrower or any Subsidiary Guarantor of (a) any
capital stock of any of the Subsidiaries (other than directors' qualifying
shares) or (b) any other assets of Holdings, the Borrower or any of the
Subsidiaries (other than (i) inventory, excess, damaged, obsolete or worn out
assets, scrap and Cash Equivalents, in each case disposed of in the ordinary
course of business, (ii) assets transferred for an aggregate purchase price not
exceeding $5,000,000 in any four consecutive fiscal quarters of the Borrower in
connection with the replacement or upgrade of a tangible asset of the Borrower
or any Subsidiary Guarantor with a tangible asset of comparable or greater value
within 270 days of such transfer, (iii) dispositions resulting in Casualty
Proceeds or Condemnation Proceeds, (iv) dispositions between or among Foreign
Subsidiaries or (v) the Mountain View Property, if it is disposed of in a
transaction which is consummated within ninety days of the Closing Date),
provided that any asset sale or series of related asset sales described in
clause (b) above having a value not in excess of $100,000 shall be deemed not to
be an "Asset Sale" for purposes of this Agreement.
"Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit B, or such other form as shall be approved by the
Administrative Agent.
"Board" shall mean the Board of Governors of the Federal Reserve System
of the United States of America.
"Bond Purchase Agreement" shall mean the Bond Purchase Agreement, dated
as of April 14, 1999, between the Borrower and Fairchild Korea.
"Borrowing" shall mean a group of Loans of a single Type made by the
Lenders on a single date and as to which a single Interest Period is in effect.
"Borrowing Request" shall mean a request by the Borrower in accordance
with the terms of Section 2.03 and substantially in the form of Exhibit C, or
such other form as shall be approved by the Administrative Agent.
"Business Day" shall mean any day other than a Saturday, Sunday or day
on which banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurodollar Loan, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.
"Business Transfer Agreement" shall mean the Business Transfer
Agreement dated December 20, 1998, between Samsung and the Borrower, as amended,
supplemented or otherwise modified from time to time in accordance with the
provisions hereof and thereof.
<PAGE> 11
6
"Capital Expenditures" shall mean, with respect to any person, all
expenditures by such person that should be capitalized in accordance with GAAP,
including all such expenditures with respect to fixed or capital assets
(including expenditures for maintenance and repairs that should be capitalized
in accordance with GAAP) and the amount of Capital Lease Obligations incurred by
such person.
"Capital Lease Obligations" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.
"Cash Equivalents" shall mean, as to any person, (a) securities issued
or directly and fully guaranteed or insured by the United States or any agency
or instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
one year from the date of acquisition by such person, (b) time deposits and
certificates of deposit of any commercial bank having, or which is the principal
banking subsidiary of a bank holding company organized under the laws of the
United States, any State thereof or the District of Columbia, having capital,
surplus and undivided profits aggregating in excess of $500,000,000, with
maturities of not more than one year from the date of acquisition by such
person, (c) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (a) above entered into
with any bank meeting the qualifications specified in clause (b) above, (d)
commercial paper issued by any person incorporated in the United States rated at
least A-1 or the equivalent thereof by Standard & Poor's Rating Service or at
least P-1 or the equivalent thereof by Moody's Investors Service, Inc., and in
each case maturing not more than one year after the date of acquisition by such
person, (e) investments in money market funds substantially all of whose assets
are comprised of securities of the types described in clauses (a) through (d)
above and (f) demand deposit accounts maintained in the ordinary course of
business.
"Casualty" shall have the meaning set forth in each of the Mortgages.
"Casualty Proceeds" shall have the meaning set forth in each of the
Mortgages.
A "Change in Control" shall be deemed to have occurred if (a) Holdings
shall at any time cease to own 100% of the capital stock of the Borrower, (b) at
any time a "Change of Control" under and as defined in either Senior
Subordinated Note Indenture, the Seller Note or in any documentation relating to
any Indebtedness refinancing all or any part thereof shall have occurred, (c) at
any time prior to the consummation of a Qualified Public Offering, and for any
reason whatsoever, (i) the CVC Permitted Holders shall own less than 40% of the
then outstanding Voting Stock at such time or (ii) the CVC Permitted Holders and
the Management Investors, taken together, shall own less than a majority or the
outstanding Voting Stock, (d) at any time after the consummation of a Qualified
Public Offering any "Person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), excluding the CVC Permitted Holders and
the Management Investors, is or shall become the "beneficial owner" (as defined
in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of
more than 35% of the outstanding Voting Stock, or (e) at any time the Board of
Directors of Holdings shall cease to consist of a majority of Continuing
Directors.
"Closing Date" shall mean April 14, 1999.
<PAGE> 12
7
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
"Collateral" shall mean all the "Collateral" as defined in any Security
Document and shall also include the Mortgaged Properties.
"Commitment" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment, Term Loan Commitment and Swingline Commitment.
"Commitment Fee" shall have the meaning assigned to such term in
Section 2.05(a).
"Condemnation" shall have the meaning set forth in each of the
Mortgages.
"Condemnation Proceeds" shall have the meaning set forth in each of the
Mortgages.
"Confidential Information Memorandum" shall mean the Confidential
Information Memorandum of the Borrower dated March 1999.
"Consolidated Current Assets" shall mean, at any time, the consolidated
current assets (other than cash and Cash Equivalents) of Holdings and its
consolidated Subsidiaries.
"Consolidated Current Liabilities" shall mean, at any time, the
consolidated current liabilities of Holdings and its consolidated Subsidiaries
at such time, but excluding (a) the current portion of any Indebtedness under
this Agreement and any other long-term Indebtedness which would otherwise be
included therein, (b) accrued but unpaid interest with respect to the
Indebtedness described in clause (a), and (c) the current portion of
Indebtedness constituting Capital Lease Obligations.
"Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income for such period, before interest expense and provision for taxes based on
income and without giving effect to any extraordinary gains or losses or gains
or losses from sales of assets other than inventory sold in the ordinary course
of business.
"Consolidated EBITDA" shall mean, for any period, Consolidated EBIT,
adjusted by adding thereto the amount of all amortization of intangibles and
depreciation, in each case that were deducted in arriving at Consolidated EBIT
for such period; provided, however, that for purposes of determining the
Leverage Ratio, (i) Consolidated EBITDA for the four fiscal quarter period
ending on August 31, 1999, November 30, 1999, December 31, 1999 and March 31,
2000 shall be deemed to equal Consolidated EBITDA for the period commencing on
June 1, 1999, and ending on (w) August 31, 1999, multiplied by 4, (x) November
30, 1999, multiplied by 2, (y) December 31, 1999, multiplied by 12/7 and (z)
March 31, 2000 multiplied by 6/5, respectively, (ii) Consolidated EBITDA for the
four fiscal quarter period ending on June 30, 2000 shall be deemed to equal
Consolidated EBITDA for the period commencing on July 1, 1999 and ending on June
30, 2000 and (iii) Consolidated EBITDA for the four fiscal quarter period ending
on September 30, 2000, shall be deemed to equal Consolidated EBITDA for the
period commencing on October 1, 1999 and ending on September 30, 2000.
"Consolidated Fixed Charge Coverage Ratio" for any period shall mean
the ratio of Consolidated EBITDA to Consolidated Fixed Charges for such period.
<PAGE> 13
8
"Consolidated Fixed Charges" for any period shall mean the sum, without
duplication, of (a) Consolidated Interest Expense for such period, (b) the
amount of all Capital Expenditures made by Holdings and its Subsidiaries during
such period (other than Capital Expenditures to the extent made pursuant to
Section 6.08(c)), (c) all cash payments in respect of income taxes made during
such period (net of any cash refund in respect of income taxes actually received
during such period) and (d) the scheduled principal amount of all amortization
payments on all Indebtedness (including the principal component of all Capital
Lease Obligations) of Holdings and its Subsidiaries for such period (as
determined on the first day of the respective period).
"Consolidated Indebtedness" shall mean, as at any date of
determination, the aggregate stated balance sheet amount of all Indebtedness
(but including in any event the then outstanding principal amount of all Loans,
all Senior Subordinated Notes, all Capital Lease Obligations and all L/C
Exposure) of Holdings and its Subsidiaries on a consolidated basis as determined
in accordance with GAAP; provided that Indebtedness outstanding pursuant to (a)
the Seller Note, (b) the Holdings Junior Subordinated Debentures, (c) the
Holdings Subordinated Note and (d) trade payables and accrued expenses incurred
in the ordinary course of business shall be excluded in determining Consolidated
Indebtedness.
"Consolidated Interest Coverage Ratio" shall mean, for any period, the
ratio of (i) Consolidated EBITDA for such period to (ii) Consolidated Interest
Expense for such period.
"Consolidated Interest Expense" shall mean, for any period, the total
consolidated interest expense of Holdings and its consolidated Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) plus, without duplication, the portion of Capital Lease Obligations of
Holdings and its consolidated Subsidiaries representing the interest factor for
such period, but excluding (a) the amortization of any deferred financing costs
incurred in connection with this Agreement or the issuance of the New Senior
Subordinated Notes and the Existing Senior Subordinated Notes and (b) any
interest expense in respect of (i) the Seller Note, (ii) the Holdings
Subordinated Note and (iii) the Holdings Junior Subordinated Debentures.
"Consolidated Net Income" shall mean, for any period, the consolidated
net after tax income of Holdings and its consolidated Subsidiaries determined in
accordance with GAAP.
"Contingent Obligation" shall mean, as to any person, any obligation of
such person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such person, whether or not contingent,
(a) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (b) to advance or supply funds (i) for the
purchase or payment of any such primary obligation or (ii) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (c) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (d) otherwise to assure or hold harmless the holder
of such primary obligation against loss in respect thereof; provided, however,
that the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business and any
products warranties for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation shall be deemed to be an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Contingent Obligation is made (or, if less, the maximum
amount of such primary obligation
<PAGE> 14
9
for which such person may be liable pursuant to the terms of the instrument
evidencing such Contingent Obligation) or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
person is required to perform thereunder) as determined by such person in good
faith.
"Continuing Directors" shall mean (a) the directors of Holdings on the
Closing Date and (b) each other director, if (i) such director's nomination for
election to the Board of Directors of Holdings is recommended by a majority of
then Continuing Directors or (ii) such director became a member of the Board of
Directors pursuant to, and in accordance with, Article V of the Securities
Purchase and Holders Agreement prior to the termination of the voting agreements
pursuant to Section 5.7 of the Securities Purchase and Holders Agreement.
"Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "Controlling" and "Controlled" shall have meanings
correlative thereto.
"Credit Event" shall have the meaning assigned to such term in Section
4.01.
"CVC" shall mean Citicorp Venture Capital Ltd.
"CVC Permitted Holders" shall mean (a) CVC, (b) any officer, employee
or director of CVC or any trust, partnership or other entity established solely
for the benefit of such officers, employees or directors and (c) Sterling (or
any successor) so long as CVC, employees, officers and directors of CVC and
corporations, partnerships and other entities at least a majority of the equity
in which is held in the aggregate by CVC and its employees, officers and
directors, hold no less than a majority of the aggregate economic interests in
Sterling or such successor.
"Default" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.
"Disqualified Stock" shall mean any capital stock which, by its terms
(or by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (a) matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the first anniversary of the Tranche B Maturity Date, or (b) is
convertible into or exchangeable (unless at the sole option of the issuer
thereof) for (i) debt securities or (ii) any capital stock referred to in (a)
above, in each case at any time prior to the first anniversary of the Tranche B
Maturity Date, or (c) otherwise contains terms which are materially more
restrictive (or provide the holders thereof materially greater rights) than the
Holdings Series A Preferred Stock in the form issued on or prior to the Closing
Date.
"Dividend" with respect to any person shall mean that such person has
declared or paid a dividend or returned any equity capital to its stockholders
or authorized or made any other distribution, payment or delivery of property
(other than common stock of such person) or cash to its stockholders as such, or
redeemed, retired, purchased or otherwise acquired, directly or indirectly, for
a consideration any shares of any class of its capital stock outstanding on or
after the Closing Date (or any options or warrants issued by such person with
respect to its capital stock), or set aside
<PAGE> 15
10
any funds for any of the foregoing purposes, or shall have permitted any of its
Subsidiaries to purchase or otherwise acquire for a consideration any shares of
any class of the capital stock of such person outstanding on or after the
Closing Date (or any options or warrants issued by such person with respect to
its capital stock). Without limiting the foregoing, "Dividends" with respect to
any person shall also include all payments made or required to be made by such
person with respect to any stock appreciation rights, plans, equity incentive or
achievement plans or any similar plans or setting aside of any funds for the
foregoing purposes.
"Documents" shall mean the Loan Documents and the Transaction
Documents.
"dollars" or "$" shall mean lawful money of the United States of
America.
"Domestic Subsidiaries" shall mean all Subsidiaries incorporated or
organized under the laws of the United States of America, any State thereof, the
District of Columbia, the United States Virgin Islands or Puerto Rico.
"environment" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, the workplace or as otherwise defined in any Environmental
Law.
"Environmental Claim" shall mean any written accusation, allegation,
notice of violation, claim, demand, order, directive, cost recovery action or
other cause of action by, or on behalf of, any Governmental Authority or any
person for damages, injunctive or equitable relief, personal injury (including
sickness, disease or death), Remedial Action costs, tangible or intangible
property damage, natural resource damages, nuisance, pollution, any adverse
effect on the environment caused by any Hazardous Material, or for fines,
penalties or restrictions, resulting from or based upon (a) the existence, or
the continuation of the existence, of a Release (including sudden or non-sudden,
accidental or non-accidental Releases), (b) exposure to any Hazardous Material,
(c) the presence, use, handling, transportation, storage, treatment or disposal
of any Hazardous Material or (d) the violation or alleged violation of any
Environmental Law or Environmental Permit.
"Environmental Law" shall mean any and all applicable present and
future treaties, laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment,
preservation or reclamation of natural resources, the management, Release or
threatened Release of any Hazardous Material or to health and safety matters,
including the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of
1986, 42 U.S.C. Sections 9601 et seq. (collectively "CERCLA"), the Solid
Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of
1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. Sections
6901 et seq., the Federal Water Pollution Control Act, as amended by the Clean
Water Act of 1977, 33 U.S.C. Sections 1251 et seq., the Clean Air Act of
1970, as amended 42 U.S.C. Sections 7401 et seq., the Toxic Substances
Control Act of 1976, 15 U.S.C. Sections 2601 et seq., the Occupational
Safety and Health Act of 1970, as amended, 29 U.S.C. Sections 651 et seq.,
the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C.
Sections 11001 et seq., the Safe Drinking Water Act of 1974, as amended,
42 U.S.C. Sections 300(f) et seq., the Hazardous Materials Transportation
Act, 49 U.S.C. Sections 5101 et seq., and any similar or implementing
state, local or foreign law, and all amendments or regulations promulgated under
any of the foregoing.
<PAGE> 16
11
"Environmental Permit" shall mean any permit, approval, authorization,
certificate, license, variance, filing or permission required by or from any
Governmental Authority pursuant to any Environmental Law.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended from time to time.
"ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.
"ERISA Event" shall mean (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any of its ERISA
Affiliates from the PBGC or a plan administrator of any notice relating to the
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability with respect to the withdrawal from any Plan or Multiemployer
Plan; (g) the receipt by the Borrower or any of its ERISA Affiliates of any
notice, or the receipt by any Multiemployer Plan from the Borrower or any of its
ERISA Affiliates of any notice, concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA; and (h)
any Foreign Benefit Event.
"Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar
Loans.
"Eurodollar Loan" shall mean any Eurodollar Revolving Loan or
Eurodollar Term Loan.
"Eurodollar Revolving Loan" shall mean any Revolving Loan bearing
interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.
"Eurodollar Term Borrowing" shall mean a Borrowing comprised of
Eurodollar Term Loans.
"Eurodollar Term Loan" shall mean any Term Loan bearing interest at a
rate determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.
"Event of Default" shall have the meaning assigned to such term in
Article VII.
"Excess Cash Flow" shall mean, for any fiscal year of Holdings, the
excess of (a) the sum, without duplication, of (i) Consolidated EBITDA for such
fiscal year, (ii) extraordinary cash receipts of Holdings and its consolidated
Subsidiaries, if any, during such fiscal year and not included in Consolidated
EBITDA (including any amounts received by Holdings or any of its Subsidiaries
pursuant to Section 2.4(d) of the Business Transfer Agreement) and (iii)
reductions to noncash
<PAGE> 17
12
working capital of Holdings and its consolidated Subsidiaries for such fiscal
year (i.e., the decrease, if any, in Consolidated Current Assets minus
Consolidated Current Liabilities from the beginning to the end of such fiscal
year) over (b) the sum, without duplication, of (i) the amount of any cash
income taxes payable by Holdings and its consolidated Subsidiaries with respect
to such fiscal year, (ii) cash interest paid (net of cash interest received) by
Holdings and its consolidated Subsidiaries during such fiscal year, (iii)
Capital Expenditures made in cash in accordance with Section 6.08 during such
fiscal year, except to the extent financed with the proceeds of Indebtedness,
Casualty Proceeds or Condemnation Proceeds, (iv) permanent repayments of
Indebtedness made by Holdings and its consolidated Subsidiaries during such
fiscal year, (v) optional and mandatory prepayments of the principal of Loans
during such fiscal year, but only to the extent that such prepayments by their
terms cannot be reborrowed or redrawn and do not occur in connection with a
refinancing of all or any portion of the Loans, (vi) extraordinary cash expenses
paid by Holdings and its consolidated Subsidiaries, if any, during such fiscal
year and not included in Consolidated EBITDA, (vii) additions to noncash working
capital for such fiscal year (i.e., the increase, if any, in Consolidated
Current Assets minus Consolidated Current Liabilities from the beginning to the
end of such fiscal year) and (viii) if any amount representing permitted Capital
Expenditures is being carried forward from such fiscal year into the immediately
succeeding fiscal year pursuant to the provisions of Section 6.08(b), the amount
being so carried forward, net of any amount of permitted Capital Expenditures
carried forward into such fiscal year from the immediately preceding fiscal year
pursuant to the provisions of Section 6.08(b) to the extent such amount has
lapsed and terminated at the end of such fiscal year pursuant to the proviso to
Section 6.08(b); provided that to the extent otherwise included therein, the Net
Cash Proceeds of Asset Sales and dispositions resulting in Casualty Proceeds or
Condemnation Proceeds shall be excluded from the calculation of Excess Cash
Flow.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Excluded Taxes" shall mean, with respect to the Administrative Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.21(a)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with Section 2.20(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.20(a).
"Existing Credit Agreement" shall mean the Credit Agreement dated as of
March 11, 1997, as amended, among Holdings, the Borrower, various lenders,
Bankers Trust Company, as administrative agent, CSFB, as syndication agent, and
Canadian Imperial Bank of Commerce, as documentation agent.
<PAGE> 18
13
"Existing L/C" shall mean letter of credit No. MS1063605 issued by
Fleet National Bank for the account of the Borrower in favor of Standard
Chartered Bank, with a face amount of $2,704,000.
"Existing Senior Subordinated Note Documents" shall mean the Existing
Senior Subordinated Notes, the Existing Senior Subordinated Note Indenture and
all other documents executed and delivered with respect to the Existing Senior
Subordinated Notes or the Existing Senior Subordinated Note Indenture.
"Existing Senior Subordinated Note Indenture" shall mean the indenture
dated as of March 11, 1997, between the Borrower and the Senior Subordinated
Note Indenture Trustee, as in effect on the Closing Date and as thereafter
amended from time to time in accordance with the requirements thereof and of
this Agreement.
"Existing Senior Subordinated Notes" shall mean the Borrower's 10-1/8%
Senior Subordinated Notes due 2007 issued pursuant to the Existing Senior
Subordinated Note Indenture and any notes issued by the Borrower in exchange
for, and as contemplated by, the Existing Senior Subordinated Notes with
substantially identical terms as the Existing Senior Subordinated Notes.
"Fairchild California" shall mean Fairchild Semiconductor Corporation
of California, a Delaware corporation.
"Fairchild California Contribution" shall mean the contribution by the
Borrower on the Closing Date of $106,000,000 in cash as common equity to
Fairchild California.
"Fairchild Korea" shall mean Fairchild Korea Semiconductor Ltd., a
corporation (chusik hosea) organized under the laws of the Republic of Korea.
"Fairchild Korea Acquisition Loan" means the loan made by the Borrower
to Fairchild Korea pursuant to the Fairchild Korea Loan Agreement for the
purpose of enabling Fairchild Korea to pay the Cash Consideration to Samsung in
the amount of $50,000,000.
"Fairchild Korea Bond" shall mean the intercompany bond to be issued to
the Borrower by Fairchild Korea pursuant to the Bond Purchase Agreement in the
amount of $260,522,720.
"Fairchild Korea Investment" shall mean the contribution by Fairchild
California of $106,000,000 in cash as common equity to Fairchild Korea.
"Fairchild Korea Loan Agreement" shall mean the Loan Agreement dated as
of April 14, 1999 between the Borrower and Fairchild Korea.
"Fairchild Korea Stock" shall mean 65% of the capital stock of
Fairchild Korea, which shall be pledged by Fairchild California to the
Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to
the Pledge Agreement.
"Fee Letter" shall mean the Senior Secured Credit Facilities Fee Letter
dated March 2, 1999, among the Borrower, Credit Suisse First Boston, Salomon
Brothers Holding Company Inc, ABN Amro Bank NV and Fleet National Bank.
<PAGE> 19
14
"Fees" shall mean the Commitment Fees, the Administrative Agent's Fees,
the L/C Participation Fees and the Issuing Bank Fees.
"Financial Officer" of any corporation shall mean the chief financial
officer, principal accounting officer, Treasurer or Controller of such
corporation.
"Foreign Lender" shall mean any Lender that is organized under the laws
of a jurisdiction other than that in which the Borrower is located. For purposes
of this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.
"Foreign Pension Plan" shall mean any plan, fund (including any
superannuation fund) or other similar program established or maintained outside
the United States by Holdings or any one or more of its Subsidiaries primarily
for the benefit of employees of Holdings or such Subsidiaries residing outside
the United States, which plan, fund or other similar program provides, or
results in, retirement income, a deferral of income in contemplation of
retirement or payments to be made upon termination of employment, and which plan
is not subject to ERISA or the Code.
"Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.
"GAAP" shall mean generally accepted accounting principles applied on a
consistent basis.
"Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.
"Granting Lender" has the meaning specified in Section 9.04(i).
"Guarantee Agreements" shall mean the Parent Guarantee Agreement and
the Subsidiary Guarantee Agreement.
"Guarantors" shall mean Holdings and the Subsidiary Guarantors.
"Hazardous Materials" shall mean all explosive or radioactive
substances or wastes, hazardous or toxic substances or wastes, pollutants,
solid, liquid or gaseous wastes, including petroleum or petroleum distillates,
asbestos or asbestos containing materials, polychlorinated biphenyls ("PCBs") or
PCB-containing materials or equipment, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.
"Holdings Junior Subordinated Debentures" shall have the meaning
provided in Section 6.01(l).
"Holdings Series A Preferred Stock" shall mean shares of Holding's 12%
Series A Cumulative Compounding Preferred Stock.
"Holdings Subordinated Note" shall mean the 12.5% Subordinated Note due
2008 of Holdings, in an aggregate principal amount of $50,000,000.
<PAGE> 20
15
"Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such person
upon which interest charges are customarily paid, (d) all obligations of such
person under conditional sale or other title retention agreements relating to
property or assets purchased by such person, (e) all obligations of such person
issued or assumed as the deferred purchase price of property or services
(excluding trade accounts payable and accrued obligations incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
person, whether or not the obligations secured thereby have been assumed, (g)
all Contingent Obligations of such person, (h) all Capital Lease Obligations of
such person, (i) all obligations of such person in respect of interest rate
protection agreements, foreign currency exchange agreements or other interest or
exchange rate hedging arrangements and (j) all obligations of such person as an
account party in respect of letters of credit and bankers' acceptances. The
Indebtedness of any person shall include the Indebtedness of any partnership in
which such person is a general partner.
"Indemnified Taxes" shall mean Taxes other than Excluded Taxes.
"Indemnity, Subrogation and Contribution Agreement" shall mean the
Indemnity, Subrogation and Contribution Agreement, substantially in the form of
Exhibit D, among the Borrower, the Subsidiary Guarantors and the Collateral
Agent.
"Interest Payment Date" shall mean, with respect to any Loan, the last
day of the Interest Period applicable to the Borrowing of which such Loan is a
part and, in the case of a Eurodollar Borrowing with an Interest Period of more
than three months' duration, each day that would have been an Interest Payment
Date had successive Interest Periods of three months' duration been applicable
to Borrowing, and, in addition, the date of any prepayment of a Eurodollar
Borrowing or conversion of a Eurodollar Borrowing to an ABR Borrowing.
"Interest Period" shall mean (a) as to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the
Borrower may elect, and (b) as to any ABR Borrowing, the period commencing on
the date of such Borrowing and ending on the earlier of (i) the next succeeding
last Business Day of March, June, September or December, and (ii) the Revolving
Credit Maturity Date, the Tranche A Maturity Date or the Tranche B Maturity
Date, as applicable; provided, however, that if any Interest Period would end on
a day other than a Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless, in the case of a Eurodollar Borrowing only,
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day.
Interest shall accrue from and including the first day of an Interest Period to
but excluding the last day of such Interest Period.
"Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or
similar agreement or arrangement designed to protect Holdings or any of its
Subsidiaries against fluctuations in interest rates, and not entered into for
speculation.
<PAGE> 21
16
"Issuing Bank" shall mean, as the context may require, (a) Credit
Suisse First Boston, with respect to Letters of Credit issued by it, (b) Fleet
National Bank, with respect to the Existing L/C, (c) any other Lender that may
become an Issuing Bank pursuant to Section 2.23(i) or (k), with respect to
Letters of Credit issued by such Lender, or (d) collectively, all the foregoing.
"Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.05(c).
"Joint Venture" shall mean any person in which Holdings, the Borrower
and its Subsidiaries own, directly or indirectly, more than 5% but 50% or less
of the equity interests.
"L/C Commitment" shall mean the commitment of the Issuing Bank to issue
Letters of Credit pursuant to Section 2.23.
"L/C Disbursement" shall mean a payment or disbursement made by the
Issuing Bank pursuant to a Letter of Credit.
"L/C Exposure" shall mean at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate principal amount of all L/C Disbursements that have not yet been
reimbursed at such time. The L/C Exposure of any Revolving Credit Lender at any
time shall mean its Pro Rata Percentage of the aggregate L/C Exposure at such
time.
"L/C Participation Fee" shall have the meaning assigned to such term in
Section 2.05(c).
"Lenders" shall mean (a) the financial institutions listed on Schedule
2.01 (other than any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Acceptance) and (b) any financial
institution that has become a party hereto pursuant to an Assignment and
Acceptance. Unless the context clearly indicates otherwise, the term "Lenders"
shall include the Swingline Lender.
"Letter of Credit" shall mean any letter of credit issued pursuant to
Section 2.23 and the Existing L/C.
"Leverage Ratio" shall mean, at any date of determination, the ratio of
Consolidated Indebtedness on such date to Consolidated EBITDA for the period of
four consecutive fiscal quarters of the Borrower most recently ended as of such
date.
"LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for
any Interest Period, the rate per annum determined by the Administrative Agent
at approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of the relevant Interest Period by reference to the
British Bankers' Association Interest Settlement Rates for deposits in dollars
(as set forth by the Bloomberg Information Service or any successor thereto or
any other service selected by the Administrative Agent which has been nominated
by the British Bankers' Association as an authorized information vendor for the
purpose of displaying such rates) for a period equal to such Interest Period;
provided that, to the extent that an interest rate is not ascertainable pursuant
to the foregoing provisions of this definition, the "LIBO Rate" shall be the
interest rate per annum determined by the Administrative Agent to be the average
of the rates per annum at which deposits in dollars are offered for such
relevant Interest Period to major banks in the London interbank
<PAGE> 22
17
market in London, England by the Administrative Agent at approximately 11:00
a.m. (London time) on the date that is two Business Days prior to the beginning
of such Interest Period.
"Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.
"Loan Documents" shall mean this Agreement, the Letters of Credit, the
Guarantee Agreements, the Security Documents and the Indemnity, Subrogation and
Contribution Agreement.
"Loan Parties" shall mean the Borrower and the Guarantors.
"Loans" shall mean the Revolving Loans, the Term Loans and the
Swingline Loans.
"Management Investors" shall mean Kirk P. Pond, Joseph R. Martin and
certain other key employees of the Borrower who purchased capital stock of
Holdings pursuant to the Securities Purchase and Holders Agreement.
"Margin Stock" shall have the meaning assigned to such term in
Regulation U.
"Material Adverse Effect" shall mean (a) a materially adverse effect on
the business, results of operations, prospects or condition, financial or
otherwise, of Holdings and its Subsidiaries, taken as a whole, (b) material
impairment of the ability of the Loan Parties to perform any of their
obligations under the Loan Documents or (c) material impairment of the rights of
or benefits available to the Lenders or the Collateral Agent under any Loan
Document.
"Mortgaged Properties" shall mean the owned real properties and
leasehold and subleasehold interests of the Loan Parties specified on Schedule
1.01(a).
"Mortgages" shall mean the mortgages, deeds of trust, leasehold
mortgages, assignments of leases and rents, modifications and other security
documents delivered pursuant to clause (i) of Section 4.02(j) or pursuant to
Section 5.11, each substantially in the form of Exhibit E.
"Mountain View Property" shall mean that certain parcel of land and
improvements thereon located at 350 Ellis Street, Mountain View, California.
"Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.
"Net Cash Proceeds" shall mean (a) with respect to any Asset Sale, the
cash proceeds (including cash proceeds subsequently received (as and when
received) in respect of noncash consideration initially received, net of (i)
selling expenses (including reasonable broker's fees or commissions, legal fees,
transfer and similar taxes and Holdings' good faith estimate of income taxes
paid or payable in connection with such sale), (ii) amounts provided as a
reserve, in accordance with GAAP, against any liabilities under any
indemnification obligations associated with such Asset Sale (provided that, to
the extent and at the time any such amounts are released from such reserve,
<PAGE> 23
18
such amounts shall constitute Net Cash Proceeds), (iii) Holdings' good faith
estimate of payments required to be made with respect to unassumed liabilities
relating to the assets sold within 90 days of such Asset Sale (provided that, to
the extent such cash proceeds are not used to make payments in respect of such
unassumed liabilities within 90 days of such Asset Sale, such cash proceeds
shall constitute Net Cash Proceeds) and (iv) the principal amount, premium or
penalty, if any, interest and other amounts on any Indebtedness for borrowed
money which is secured by the asset sold in such Asset Sale and which is repaid
with such proceeds (other than any such Indebtedness assumed by the purchaser of
such asset), (b) with respect to any issuance or disposition of Indebtedness,
the cash proceeds thereof, net of all taxes and customary fees, commissions,
costs and other expenses incurred in connection therewith and (c) with respect
to any Public Equity Offering, the cash proceeds thereof, net of all customary
fees, commissions, costs and other expenses incurred in connection therewith.
"New Senior Subordinated Note Documents" shall mean the New Senior
Subordinated Notes, the New Senior Subordinated Note Indenture and all other
documents executed and delivered with respect to the New Senior Subordinated
Notes or the New Senior Subordinated Note Indenture.
"New Senior Subordinated Note Indenture" shall mean the indenture dated
as of April 7, 1999, between the Borrower and the Senior Subordinated Note
Indenture Trustee, as in effect on the Closing Date and as thereafter amended
from time to time in accordance with the requirements thereof and of this
Agreement.
"New Senior Subordinated Notes" shall mean the Borrower's 10-3/8%
Senior Subordinated Notes Due 2007 issued pursuant to the New Senior
Subordinated Note Indenture and any notes issued by the Borrower in exchange
for, and as contemplated by, the New Senior Subordinated Notes with
substantially identical terms as the New Senior Subordinated Notes.
"NSC" shall mean National Semiconductor Corporation, a Delaware
corporation.
"NSC Asset Purchase Agreement" shall mean the Asset Purchase Agreement
dated as of March 11, 1997, between the Borrower and NSC.
"Obligation Currency" shall have the meaning assigned to such term in
Section 9.16.
"Obligations" shall mean all obligations defined as "Obligations" in
the Guarantee Agreements and the Security Documents.
"Operating Agreements" shall mean the Intellectual Property License
Agreement, Transitional Services Agreement, Assembly and Test Services
Agreements, Trademark License Agreement, Foundry Sale Agreement, Product Supply
Agreement, Photo Mask Supply Agreement and EPI Services Agreement, all of which
as contemplated by the Business Transfer Agreement.
"Other Hedging Agreement" shall mean any foreign exchange contracts,
currency swap agreements, commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency or
commodity values.
"Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any
<PAGE> 24
19
Loan Document or from the execution, delivery or enforcement of, or otherwise
with respect to, any Loan Document.
"Parent Guarantee Agreement" shall mean the Parent Guarantee Agreement,
substantially in the form of Exhibit F, made by Holdings in favor of the
Collateral Agent for the benefit of the Secured Parties.
"PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.
"PD Business" shall have the meaning assigned to the term "Business" in
the Business Transfer Agreement.
"Perfection Certificate" shall mean the Perfection Certificate
substantially in the form of Annex 2 to the Security Agreement.
"person" shall mean any natural person, corporation, business trust,
joint venture, association, company, limited liability company, partnership or
government, or any agency or political subdivision thereof.
"Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 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) an "employer" as defined in Section 3(5) of
ERISA.
"Pledge Agreement" shall mean the Pledge Agreement, substantially in
the form of Exhibit G, between the Borrower, Holdings, the Subsidiaries party
thereto and the Collateral Agent for the benefit of the Secured Parties.
"Pro Rata Percentage" of any Revolving Credit Lender at any time shall
mean the percentage of the Total Revolving Credit Commitment represented by such
Lender's Revolving Credit Commitment.
"Public Equity Offering" shall mean an underwritten public offering of
common stock of, and by, Holdings pursuant to a registration statement filed
with the Securities and Exchange Commission in accordance with the Securities
Act.
"Qualified Capital Stock" of any person shall mean any capital stock of
such person that is not Disqualified Stock; provided that in any event the
Holdings Series A Preferred Stock in the form issued on or prior to the Closing
Date shall constitute Qualified Capital Stock.
"Qualified Public Offering" shall mean an underwritten public offering
of common stock of, and by, Holdings pursuant to a registration statement filed
with the Securities and Exchange Commission in accordance with the Securities
Act, which public equity offering results in gross proceeds to Holdings of not
less than $50,000,000; provided, however, that the Net Cash Proceeds from any
such underwritten public offering are either (a) used by Holdings to prepay the
Seller Note
<PAGE> 25
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and/or the Holdings Subordinated Note and/or (b) contributed by Holdings to the
common equity of the Borrower.
"Recapitalization Agreement" shall mean the Agreement and Plan of
Recapitalization dated as of January 24, 1997, between Sterling and NSC, as in
effect on the Closing Date and as the same may be amended, modified or
supplemented from time to time pursuant to the terms hereof and thereof.
"Register" shall have the meaning given such term in Section 9.04(d).
"Regulation T" shall mean Regulation T of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.
"Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.
"Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.
"Related Fund" shall mean, with respect to any Lender that is a fund
that invests in bank loans, any other fund that invests in bank loans and is
advised or managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.
"Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Material in,
into, onto or through the environment.
"Remedial Action" shall mean (a) "remedial action" as such term is
defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions
required by any Governmental Authority to: (i) clean up, remove, treat, abate or
in any other way address any Hazardous Material in the environment; (ii) prevent
the Release or threat of Release, or minimize the further Release of any
Hazardous Material so it does not migrate or endanger or threaten to endanger
public health, welfare or the environment; or (iii) perform studies and
investigations in connection with, or as a precondition to, (i) or (ii) above.
"Required Lenders" shall mean, at any time, Lenders having Loans
(excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused
Revolving Credit and Term Loan Commitments representing at least a majority of
the sum of all Loans (excluding Swingline Loans) outstanding, L/C Exposure,
Swingline Exposure and unused Revolving Credit and Term Loan Commitments at such
time.
"Responsible Officer" of any corporation shall mean any executive
officer or Financial Officer of such corporation and any other officer or
similar official thereof responsible for the administration of the obligations
of such corporation in respect of this Agreement.
"Revolving Credit Borrowing" shall mean a Borrowing comprised of
Revolving Loans.
"Revolving Credit Commitment" shall mean, with respect to each Lender,
the commitment of such Lender to make Revolving Loans hereunder as set forth on
Schedule 2.01, or in the
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21
Assignment and Acceptance pursuant to which such Lender assumed its Revolving
Credit Commitment, as applicable, as the same may be (a) reduced from time to
time pursuant to Section 2.09 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04.
"Revolving Credit Exposure" shall mean, with respect to any Lender at
any time, the aggregate principal amount at such time of all outstanding
Revolving Loans of such Lender, plus the aggregate amount at such time of such
Lender's L/C Exposure, plus the aggregate amount at such time of such Lender's
Swingline Exposure.
"Revolving Credit Lender" shall mean a Lender with a Revolving Credit
Commitment.
"Revolving Credit Maturity Date" shall mean March 31, 2004.
"Revolving Loans" shall mean the revolving loans made by the Lenders to
the Borrower pursuant to clause (c) of Section 2.01. Each Revolving Loan shall
be a Eurodollar Revolving Loan or an ABR Revolving Loan.
"Samsung" shall mean Samsung Electronics Co., Ltd., a corporation
organized under the laws of the Republic of Korea.
"Secured Parties" shall have the meaning assigned to such term in the
Security Agreement.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Securities Purchase and Holders Agreement" shall mean the Securities
Purchase and Holders Agreement dated as of March 11, 1997, among Holdings,
Sterling, NSC and the Management Investors.
"Security Agreement" shall mean the Security Agreement, substantially
in the form of Exhibit H, among the Borrower, the Subsidiaries party thereto and
the Collateral Agent for the benefit of the Secured Parties.
"Security Documents" shall mean the Mortgages, the Security Agreement,
the Pledge Agreements and each of the security agreements, mortgages and other
instruments and documents executed and delivered pursuant to any of the
foregoing or pursuant to Section 5.11.
"Seller Note" shall mean the promissory note originally issued by
Holdings to NSC in the principal amount of $77,000,000 pursuant to the
Recapitalization Agreement.
"Senior Subordinated Note Documents" shall mean the Senior Subordinated
Notes, the Senior Subordinated Note Indentures and all other documents executed
and delivered with respect to the Senior Subordinated Notes or the Senior
Subordinated Note Indentures.
"Senior Subordinated Note Indentures" shall mean the Existing Senior
Subordinated Note Indenture and the New Senior Subordinated Note Indenture.
"Senior Subordinated Note Indenture Trustee" shall mean United States
Trust Company of New York.
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"Senior Subordinated Notes" shall mean the Existing Senior Subordinated
Notes and the New Senior Subordinated Notes.
"SPC" has the meaning specified in Section 9.04(i).
"Statutory Reserves" shall mean 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 Board and any other banking authority, domestic or foreign,
to which the Administrative Agent or any Lender (including any branch,
Affiliate, or other fronting office making or holding a Loan) is subject for
Eurocurrency Liabilities (as defined in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities 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. Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.
"Sterling" shall mean Sterling Holding Company, LLC, a Delaware limited
liability company.
"subsidiary" shall mean, with respect to any person (herein referred to
as the "parent"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any determination
is being made, owned, controlled or held, or (b) that is, at the time any
determination is made, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.
"Subsidiary" shall mean any subsidiary of Holdings or the Borrower.
"Subsidiary Guarantee Agreement" shall mean the Subsidiary Guarantee
Agreement, substantially in the form of Exhibit I, made by the Subsidiary
Guarantors in favor of the Collateral Agent for the benefit of the Secured
Parties.
"Subsidiary Guarantor" shall mean each Subsidiary listed on Schedule
1.01(b), and each other Subsidiary that is or becomes a party to a Subsidiary
Guarantee Agreement.
"Swingline Commitment" shall mean the commitment of the Swingline
Lender to make loans pursuant to Section 2.22, as the same may be reduced from
time to time pursuant to Section 2.09 or Section 2.22.
"Swingline Exposure" shall mean at any time the aggregate principal
amount at such time of all outstanding Swingline Loans. The Swingline Exposure
of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage
of the aggregate Swingline Exposure at such time.
"Swingline Loan" shall mean any loan made by the Swingline Lender
pursuant to Section 2.22.
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"Taxes" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.
"Term Borrowing" shall mean a Borrowing comprised of Tranche A Term
Loans or Tranche B Term Loans.
"Term Loan Commitments" shall mean the Tranche A Commitments and the
Tranche B Commitments.
"Term Loan Repayment Dates" shall mean the Tranche A Term Loan
Repayment Dates and the Tranche B Term Loan Repayment Dates.
"Term Loans" shall mean the Tranche A Term Loans and the Tranche B Term
Loans.
"Tools and Molding Expenditures" shall mean all expenditures, other
than Capital Expenditures, related to assembly equipment components necessary
for the operation of the business of the Borrower and its Subsidiaries
(including the PD Business) which, under GAAP, are or will be required to be
accounted for as other assets with useful lives of 1-2 years.
"Total Revolving Credit Commitment" shall mean, at any time, the
aggregate amount of the Revolving Credit Commitments, as in effect at such time.
"Tranche A Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Tranche A Term Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Term Loan Commitment, as applicable, as the same may be (a) reduced
from time to time pursuant to Section 2.09 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
9.04
"Tranche A Maturity Date" shall mean March 31, 2004.
"Tranche A Term Borrowing" shall mean a Borrowing comprised of Tranche
A Term Loans.
"Tranche A Term Loan Repayment Date" shall have the meaning assigned to
such term in Section 2.11(a)(i).
"Tranche A Term Loans" shall mean the term loans made by the Lenders to
the Borrower pursuant to clause (a) of Section 2.01. Each Tranche A Term Loan
shall be either a Eurodollar Term Loan or an ABR Term Loan.
"Tranche B Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Tranche B Term Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Term Loan Commitment, as applicable, as the same may be (a) reduced
from time to time pursuant to Section 2.09 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
9.04
"Tranche B Maturity Date" shall mean December 15, 2004.
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"Tranche B Term Borrowing" shall mean a Borrowing comprised of Tranche
B Term Loans.
"Tranche B Term Loan Repayment Date" shall have the meaning assigned to
such term in Section 2.11(a)(ii).
"Tranche B Term Loans" shall mean the term loans made by the Lenders to
the Borrower pursuant to clause (b) of Section 2.01. Each Tranche B Term Loan
shall be either a Eurodollar Term Loan or an ABR Term Loan.
"Transactions" shall mean, collectively, the transactions to occur on
or prior to the Closing Date (in the case of items (a)-(g) below) or as soon
thereafter as is legally permissible, but in no event later than April 17, 1999
(in the case of item (h) below), pursuant to the Documents, including (a) the
consummation of the Acquisition, the issuance to Samsung of a note or other
instrument to evidence the defined payment of all or any part of the Cash
Consideration and the payment in full of the Cash Consideration, (b) the
execution and delivery of the Loan Documents and the initial borrowings
hereunder, (c) the execution and delivery of the New Senior Subordinated Note
Documents and the issuance of the New Senior Subordinated Notes, (d) the
issuance of the Holdings Subordinated Note, (e) the Fairchild California
Contribution, (f) the Fairchild Korea Investment, (g) the payment of all interim
interest, fees and expenses to be paid on or prior to the Closing Date and owing
in connection with the foregoing and (h) the issuance of the Fairchild Korea
Bond.
"Transaction Documents" shall mean the Business Transfer Agreement and
all other documents entered into or delivered in connection with the Business
Transfer Agreement (including the Operating Agreements).
"Type", when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, the term "Rate" shall include
the Adjusted LIBO Rate and the Alternate Base Rate.
"VAT Loan" means a loan made by the Borrower to Fairchild Korea for the
purpose of enabling Fairchild Korea to pay the VAT Amount to the applicable
Korean taxing authority.
"VAT Amount" shall mean the amount, which shall not exceed $45,000,000,
of Korean value added tax that may be payable by Fairchild Korea as a
consequence of the Acquisition.
"Voting Stock" shall mean any class or classes of capital stock of
Holdings pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the Board of
Directors of Holdings.
"Wholly Owned Subsidiary" shall mean, as to any person, (a) any
corporation 100% of whose capital stock (other than directors's qualifying
shares) is at the time owned by such person and/or one or more Wholly Owned
Subsidiaries of such person and (b) any partnership, association, joint venture,
limited liability company or other entity in which such person and/or one or
more Wholly Owned Subsidiaries of such person has a 100% equity interest at such
time.
"Withdrawal Liability" shall mean liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.
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SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided, however, that if the Borrower notifies the
Administrative Agent that the Borrower wishes to amend any covenant in Article
VI or any related definition to eliminate the effect of any change in GAAP
occurring after the date of this Agreement on the operation of such covenant (or
if the Administrative Agent notifies the Borrower that the Required Lenders wish
to amend Article VI or any related definition for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.
ARTICLE II
The Credits
SECTION 2.01. Commitments. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, each Lender
agrees, severally and not jointly, (a) to make a Tranche A Term Loan to the
Borrower on the Closing Date in a principal amount not to exceed its Tranche A
Commitment, (b) to make a Tranche B Term Loan to the Borrower on the Closing
Date in a principal amount not to exceed its Tranche B Commitment, and (c) to
make Revolving Loans to the Borrower, at any time and from time to time on or
after the date hereof, and until the earlier of the Revolving Credit Maturity
Date and the termination of the Revolving Credit Commitment of such Lender in
accordance with the terms hereof, in an aggregate principal amount at any time
outstanding that will not result in such Lender's Revolving Credit Exposure
exceeding such Lender's Revolving Credit Commitment. Within the limits set forth
in clause (c) of the preceding sentence and subject to the terms, conditions and
limitations set forth herein, the Borrower may borrow, pay or prepay and
reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may
not be reborrowed.
SECTION 2.02. Loans. (a) Each Loan (other than Swingline Loans) shall
be made as part of a Borrowing consisting of Loans made by the Lenders ratably
in accordance with their applicable Commitments; provided, however, that the
failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). Except for Loans deemed made
pursuant to Section 2.02(f), the Loans comprising any Borrowing shall be in an
aggregate principal amount that is (i) an integral multiple of $1,000,000 and
not less than $5,000,000 or (ii) equal to the remaining available balance of the
applicable Commitments.
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(b) Subject to Sections 2.08 and 2.15, each Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make
such Loan; provided that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with the terms of
this Agreement. Borrowings of more than one Type may be outstanding at the same
time; provided, however, that the Borrower shall not be entitled to request any
Borrowing that, if made, would result in more than 12 Eurodollar Borrowings
outstanding hereunder at any time. For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings.
(c) Except with respect to Loans made pursuant to Section 2.02(f), each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds to such account in New
York City as the Administrative Agent may designate not later than 11:00 a.m.,
New York City time, and the Administrative Agent shall promptly credit the
amounts so received to an account as directed by the Borrower in the applicable
Borrowing Request or, if a Borrowing shall not occur on such date because any
condition precedent herein specified shall not have been met, return the amounts
so received to the respective Lenders.
(d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, a rate determined by the Administrative Agent
to represent its cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.
(e) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Revolving Credit Borrowing if the Interest
Period requested with respect thereto would end after the Revolving Credit
Maturity Date.
(f) If the Issuing Bank shall not have received from the Borrower the
payment required to be made by Section 2.23(e) within the time specified in such
Section, the Issuing Bank will promptly notify the Administrative Agent of the
L/C Disbursement and the Administrative Agent will promptly notify each
Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage
thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately
available funds to the Administrative Agent on such date (or, if such Revolving
Credit Lender shall have received such notice later than 12:00 (noon), New York
City time, on any day, not later than 10:00 a.m., New York City time, on the
immediately following Business Day), an amount equal to such Lender's Pro Rata
Percentage of such L/C Disbursement (it being understood that such amount
<PAGE> 32
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shall be deemed to constitute an ABR Revolving Loan of such Lender and such
payment shall be deemed to have reduced the L/C Exposure), and the
Administrative Agent will promptly pay to the Issuing Bank amounts so received
by it from the Revolving Credit Lenders. The Administrative Agent will promptly
pay to the Issuing Bank any amounts received by it from the Borrower pursuant to
Section 2.23(e) prior to the time that any Revolving Credit Lender makes any
payment pursuant to this paragraph (f); any such amounts received by the
Administrative Agent thereafter will be promptly remitted by the Administrative
Agent to the Revolving Credit Lenders that shall have made such payments and to
the Issuing Bank, as their interests may appear. If any Revolving Credit Lender
shall not have made its Pro Rata Percentage of such L/C Disbursement available
to the Administrative Agent as provided above, such Lender and the Borrower
severally agree to pay interest on such amount, for each day from and including
the date such amount is required to be paid in accordance with this paragraph to
but excluding the date such amount is paid, to the Administrative Agent for the
account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum
equal to the interest rate applicable to Revolving Loans pursuant to Section
2.06(a), and (ii) in the case of such Lender, for the first such day, the
Federal Funds Effective Rate, and for each day thereafter, the Alternate Base
Rate.
SECTION 2.03. Borrowing Procedure. In order to request a Borrowing
(other than a Swingline Loan or deemed Borrowing pursuant to Section 2.02(f), as
to which this Section 2.03 shall not apply), the Borrower shall hand deliver or
telecopy to the Administrative Agent a duly completed Borrowing Request (a) in
the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before a proposed Borrowing, and (b) in the case of an
ABR Borrowing, not later than 11:00 a.m., New York City time, on the day of a
proposed Borrowing. Each Borrowing Request shall be irrevocable, shall be signed
by or on behalf of the Borrower and shall specify the following information: (i)
whether the Borrowing then being requested is to be a Tranche A Term Borrowing,
a Tranche B Term Borrowing or a Revolving Credit Borrowing, and whether such
Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that
until the Administrative Agent shall have notified the Borrower that the primary
syndication of the Commitments has been completed (which notice shall be given
as promptly as practicable and, in any event, within 14 days after the Closing
Date), the Borrower shall not be permitted to request a Eurodollar Borrowing);
(ii) the date of such Borrowing (which shall be a Business Day), (iii) the
number and location of the account to which funds are to be disbursed (which
shall be an account that complies with the requirements of Section 2.02(c));
(iv) the amount of such Borrowing; and (v) if such Borrowing is to be a
Eurodollar Borrowing, the Interest Period with respect thereto; provided,
however, that, notwithstanding any contrary specification in any Borrowing
Request, each requested Borrowing shall comply with the requirements set forth
in Section 2.02. If no election as to the Type of Borrowing is specified in any
such notice, then the requested Borrowing shall be an ABR Borrowing. If no
Interest Period with respect to any Eurodollar Borrowing is specified in any
such notice, then the Borrower shall be deemed to have selected an Interest
Period of one month's duration. The Administrative Agent shall promptly advise
the applicable Lenders of any notice given pursuant to this Section 2.03 (and
the contents thereof), and of each Lender's portion of the requested Borrowing.
SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent (i) for the
account of the Swingline Lender, the then unpaid principal amount of each
Swingline Loan, on the last day of the Interest Period applicable to such Loan
or, if earlier, on the Revolving Credit Maturity Date, (ii) for the account of
each Lender holding Term Loans, the principal amount of each Term Loan of such
Lender as provided in Section 2.11 and (iii) for the account of each Revolving
Credit Lender, the
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then unpaid principal amount of each Revolving Loan of such Lender on the
Revolving Credit Maturity Date.
(b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid such Lender from time to time
under this Agreement.
(c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower or any Guarantor and each Lender's share thereof.
(d) The entries made in the accounts maintained pursuant to paragraphs
(b) and (c) above shall be prima facie evidence of the existence and amounts of
the obligations therein recorded; provided, however, that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of the Borrower to repay
the Loans in accordance with their terms.
(e) Any Lender may request that the Loans made by it hereunder be
evidenced by a promissory note. In such event, the Borrower shall execute and
deliver to such Lender a promissory note payable to such Lender and its
registered assigns and in a form and substance reasonably acceptable to the
Administrative Agent and the Borrower. Notwithstanding any other provision of
this Agreement, in the event any Lender shall request and receive such a
promissory note, the interests represented by such note shall at all times
(including after any assignment of all or part of such interests pursuant to
Section 9.04) be represented by one or more promissory notes payable to the
payee named therein or its registered assigns.
SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Lender,
through the Administrative Agent, on the last Business Day of March, June,
September and December in each year and on each date on which any Commitment of
such Lender shall expire or be terminated as provided herein, a commitment fee
(a "Commitment Fee") equal to 1/2 of 1% per annum on the average daily unused
amount of the Commitments of such Lender (other than the Swingline Commitment)
during the preceding quarter (or other period commencing with the date hereof or
ending with the Revolving Credit Maturity Date or the date on which the
Commitments of such Lender shall expire or be terminated). All Commitment Fees
shall be computed on the basis of the actual number of days elapsed in a year of
360 days. The Commitment Fee due to each Lender shall commence to accrue on the
date hereof and shall cease to accrue on the date on which the Commitment of
such Lender shall expire or be terminated as provided herein. For purposes of
calculating Commitment Fees only, no portion of the Revolving Credit Commitments
shall be deemed utilized under Section 2.17 as a result of outstanding Swingline
Loans.
(b) The Borrower agrees to pay to the Administrative Agent, for its own
account, the administrative fees separately agreed to by the Borrower and the
Administrative Agent (the "Administrative Agent Fees").
(c) The Borrower agrees to pay (i) to each Revolving Credit Lender,
through the Administrative Agent, on the last Business Day of March, June,
September and December of each
<PAGE> 34
29
year and on the date on which the Revolving Credit Commitment of such Lender
shall be terminated as provided herein, a fee (an "L/C Participation Fee")
calculated on such Lender's Pro Rata Percentage of the average daily aggregate
L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C
Disbursements) during the preceding quarter (or shorter period commencing with
the date hereof or ending with the Revolving Credit Maturity Date or the date on
which all Letters of Credit have been canceled or have expired and the Revolving
Credit Commitments of all Lenders shall have been terminated) at a rate equal to
the Applicable Percentage from time to time used to determine the interest rate
on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section
2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit, on the
last Business Day of March, June, September and December of each year and on the
L/C Maturity Date, a fronting fee equal to 0.25% per annum on the aggregate
outstanding face amount of such Letter of Credit (the "Issuing Bank Fees"). All
L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of
the actual number of days elapsed in a year of 360 days.
(d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Issuing Bank Fees shall be paid directly to
the Issuing Bank. Once paid, none of the Fees shall be refundable under any
circumstances.
SECTION 2.06. Interest on Loans. (a) Subject to the provisions of
Section 2.07, the Loans comprising each ABR Borrowing, including each Swingline
Loan, shall bear interest (computed on the basis of the actual number of days
elapsed over a year of 365 or 366 days, as the case may be, when the Alternate
Base Rate is determined by reference to the Prime Rate and over a year of 360
days at all other times) at a rate per annum equal to the Alternate Base Rate
plus the Applicable Percentage in effect from time to time.
(b) Subject to the provisions of Section 2.07, the Loans comprising
each Eurodollar Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Percentage in effect from time to time.
(c) Interest on each Loan shall be payable on the Interest Payment
Dates applicable to such Loan except as otherwise provided in this Agreement.
The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest
Period or day within an Interest Period, as the case may be, shall be determined
by the Administrative Agent, and such determination shall be conclusive absent
manifest error.
SECTION 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, by acceleration or otherwise, or under any other Loan Document,
the Borrower shall on demand from time to time pay interest, to the extent
permitted by law, on such defaulted amount to but excluding the date of actual
payment (after as well as before judgment) (a) in the case of overdue principal,
at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus
2.00% per annum and (b) in all other cases, at a rate per annum (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as
the case may be, when determined by reference to the Prime Rate and over a year
of 360 days at all other times) equal to the rate that would be applicable to an
ABR Revolving Loan plus 2.00%.
<PAGE> 35
30
SECTION 2.08. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to any Lender of making or maintaining
its Eurodollar Loan during such Interest Period, or that reasonable means do not
exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall,
as soon as practicable thereafter, give written or telecopy notice of such
determination to the Borrower and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each
determination by the Administrative Agent hereunder shall be conclusive absent
manifest error.
SECTION 2.09. Termination and Reduction of Commitments. (a) The Term
Loan Commitments shall automatically terminate at 5:00 p.m., New York City time,
on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment
and the L/C Commitment shall automatically terminate on the Revolving Credit
Maturity Date. Notwithstanding the foregoing, all the Commitments shall
automatically terminate at 5:00 p.m., New York City time, on April 17, 1999, if
the initial Credit Event shall not have occurred by such time.
(b) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Administrative Agent, the Borrower may at any time in
whole permanently terminate, or from time to time in part permanently reduce,
the Term Loan Commitments or the Revolving Credit Commitments; provided,
however, that (i) each partial reduction of the Term Loan Commitments or the
Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and
in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment
shall not be reduced to an amount that is less than the Aggregate Revolving
Credit Exposure at the time.
(c) Each reduction in the Term Loan Commitments or the Revolving Credit
Commitments hereunder shall be made ratably among the Lenders in accordance with
their respective applicable Commitments. The Borrower shall pay to the
Administrative Agent for the account of the applicable Lenders, on the date of
each termination or reduction, the Commitment Fees on the amount of the
Commitments so terminated or reduced accrued to but excluding the date of such
termination or reduction.
SECTION 2.10. Conversion and Continuation of Borrowings. The Borrower
shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (a) not later than 11:00 am., New York City time, on the
day of conversion, to convert any Eurodollar Borrowing into an ABR Borrowing,
(b) not later than 10:00 a.m., New York City time, three Business Days prior to
conversion or continuation, to convert any ABR Borrowing into a Eurodollar
Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for
an additional Interest Period, and (c) not later than 10:00 a.m., New York City
time, three Business Days prior to conversion, to convert the Interest Period
with respect to any Eurodollar Borrowing to another permissible Interest Period,
subject in each case to the following:
(i) each conversion or continuation shall be made pro rata
among the Lenders in accordance with the respective principal amounts
of the Loans comprising the converted or continued Borrowing;
<PAGE> 36
31
(ii) if less than all the outstanding principal amount of any
Borrowing shall be converted or continued, then each resulting
Borrowing shall satisfy the limitations specified in Sections 2.02(a)
and 2.02(b) regarding the principal amount and maximum number of
Borrowings of the relevant Type;
(iii) each conversion shall be effected by each Lender and the
Administrative Agent by recording for the account of such Lender the
new Loan of such Lender resulting from such conversion and reducing the
Loan (or portion thereof) of such Lender being converted by an
equivalent principal amount; accrued interest on any Eurodollar Loan
(or portion thereof) being converted shall be paid by the Borrower at
the time of conversion;
(iv) if any Eurodollar Borrowing is converted at a time other
than the end of the Interest Period applicable thereto, the Borrower
shall pay, upon demand, any amounts due to the Lenders pursuant to
Section 2.16;
(v) any portion of a Borrowing maturing or required to be
repaid in less than one month may not be converted into or continued as
a Eurodollar Borrowing;
(vi) any portion of a Eurodollar Borrowing that cannot be
converted into or continued as a Eurodollar Borrowing by reason of the
immediately preceding clause shall be automatically converted at the
end of the Interest Period in effect for such Borrowing into an ABR
Borrowing;
(vii) no Interest Period may be selected for any Eurodollar
Term Borrowing that would end later than a Term Loan Repayment Date
occurring on or after the first day of such Interest Period if, after
giving effect to such selection, the aggregate outstanding amount of
(A) the Eurodollar Term Borrowings comprised of Tranche A Term Loans or
Tranche B Term Loans, as applicable, with Interest Periods ending on or
prior to such Term Loan Repayment Date and (B) the ABR Term Borrowings
comprised of Tranche A Term Loans or Tranche B Term Loans, as
applicable, would not be at least equal to the principal amount of Term
Borrowings to be paid on such Term Loan Repayment Date;
(viii) upon notice to the Borrower from the Administrative
Agent given at the request of the Required Lenders, after the
occurrence and during the continuance of a Default or Event of Default,
no outstanding Loan may be converted into, or continued as, a
Eurodollar Loan; and
(ix) until the Administrative Agent shall have notified the
Borrower that the primary syndication of the Commitments has been
completed (which notice shall be given by the Administrative Agent as
promptly as practicable and, in any event, within 14 days after the
Closing Date), no ABR Borrowing may be converted into a Eurodollar
Borrowing.
Each notice pursuant to this Section 2.10 shall be irrevocable and
shall refer to this Agreement and specify (i) the identity and amount of the
Borrowing that the Borrower requests be converted or continued, (ii) whether
such Borrowing is to be converted to or continued as a Eurodollar Borrowing or
an ABR Borrowing, (iii) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (iv) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a
<PAGE> 37
32
Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest
Period of one month's duration. The Administrative Agent shall advise the
Lenders of any notice given pursuant to this Section 2.10 and of each Lender's
portion of any converted or continued Borrowing. If the Borrower shall not have
given notice in accordance with this Section 2.10 to continue any Borrowing into
a subsequent Interest Period (and shall not otherwise have given notice in
accordance with this Section 2.10 to convert such Borrowing), such Borrowing
shall, at the end of the Interest Period applicable thereto (unless repaid
pursuant to the terms hereof), automatically be continued into a new Interest
Period as an ABR Borrowing.
SECTION 2.11. Repayment of Term Borrowings. (a) (i) The Borrower shall
pay to the Administrative Agent, for the account of the Lenders, on the dates
set forth below, or if any such date is not a Business Day, on the next
preceding Business Day (each such date being a "Tranche A Term Loan Repayment
Date"), a principal amount of the Tranche A Term Loans (as adjusted from time to
time pursuant to Sections 2.11(b), 2.12 and 2.13(g)) equal to the amount set
forth below for such date, together in each case with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of such
payment:
<TABLE>
<CAPTION>
Date Amount
<S> <C>
September 30, 1999 $4,000,000
December 31, 1999 $4,000,000
March 31, 2000 $4,000,000
June 30, 2000 $3,750,000
September 30, 2000 $3,750,000
December 31, 2000 $3,750,000
March 31, 2001 $3,750,000
June 30, 2001 $5,750,000
September 30, 2001 $5,750,000
December 31, 2001 $5,750,000
March 31, 2002 $5,750,000
June 30, 2002 $5,750,000
September 30, 2002 $5,750,000
December 31, 2002 $5,750,000
March 31, 2003 $5,750,000
June 30, 2003 $6,750,000
September 30, 2003 $6,750,000
December 31, 2003 $6,750,000
Tranche A Maturity Date $6,750,000
</TABLE>
(ii) The Borrower shall pay to the Administrative Agent, for the
account of the Lenders, on the dates set forth below or, if any such date is not
a Business Day, on the next preceding Business Day (each such date being a
"Tranche B Term Loan Repayment Date"), a principal amount of the Tranche B Term
Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12 and
<PAGE> 38
33
2.13(g)) equal to the amount set forth below for such date, together in each
case with accrued and unpaid interest on the principal amount to be paid to but
excluding the date of such payment:
<TABLE>
<CAPTION>
Date Amount
<S> <C>
September 30, 1999 $ 700,000
December 31, 1999 $ 700,000
March 31, 2000 $ 700,000
June 30, 2000 $ 525,000
September 30, 2000 $ 525,000
December 31, 2000 $ 525,000
March 31, 2001 $ 525,000
June 30, 2001 $ 525,000
September 30, 2001 $ 525,000
December 31, 2001 $ 525,000
March 31, 2002 $ 525,000
June 30, 2002 $ 525,000
September 30, 2002 $ 525,000
December 31, 2002 $ 525,000
March 31, 2003 $ 525,000
June 30, 2003 $ 525,000
September 30, 2003 $ 525,000
December 31, 2003 $ 525,000
March 31, 2004 $ 525,000
June 30, 2004 $ 525,000
September 30, 2004 $ 525,000
Tranche B Maturity Date $ 198,450,000
</TABLE>
(b) In the event and on each occasion that any Tranche A Commitment or
Tranche B Commitment shall be reduced or shall expire or terminate other than as
a result of the making of a Tranche A Term Loan or a Tranche B Term Loan, as the
case may be, the installments payable on each Tranche A Term Loan Repayment Date
and each Tranche B Term Loan Repayment Date, as the case may be, shall be
reduced pro rata by an aggregate amount equal to the amount of such reduction,
expiration or termination.
(c) To the extent not previously paid, all Tranche A Term Loans and
Tranche B Term Loans shall be due and payable on the Tranche A Maturity Date and
Tranche B Maturity Date, respectively, together with accrued and unpaid interest
on the principal amount to be paid to but excluding the date of payment.
(d) All repayments pursuant to this Section 2.11 shall be subject to
Section 2.16, but shall otherwise be without premium or penalty.
SECTION 2.12. Prepayment. (a) The Borrower shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, upon at
least three Business Days' prior written or telecopy notice (or telephone notice
promptly confirmed by written or telecopy notice) in the case of Eurodollar
Loans, or written or telecopy notice (or telephone notice promptly confirmed by
written or telecopy notice) on or prior to the date of prepayment in the case of
ABR Loans, to the Administrative Agent before 11:00 a.m., New York City time;
provided, however, that
<PAGE> 39
34
each partial prepayment shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000.
(b) Optional prepayments of Term Loans shall be allocated pro rata
between the then-outstanding Tranche A Term Loans and Tranche B Term Loans and
applied pro rata against the remaining scheduled installments of principal due
in respect of the Tranche A Term Loans and Tranche B Term Loans under Sections
2.11(a)(i) and (ii), respectively.
(c) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein. All prepayments under this Section
2.12 shall be subject to Section 2.16 but otherwise without premium or penalty.
All prepayments under this Section 2.12 shall be accompanied by accrued interest
on the principal amount being prepaid to the date of payment.
SECTION 2.13. Mandatory Prepayments. (a) In the event of any
termination of all the Revolving Credit Commitments, the Borrower shall, on the
date of such termination, repay or prepay all its outstanding Revolving Credit
Borrowings and all outstanding Swingline Loans and replace all outstanding
Letters of Credit and/or deposit an amount equal to the L/C Exposure in cash in
a cash collateral account established with the Collateral Agent for the benefit
of the Secured Parties. In the event of any partial reduction of the Revolving
Credit Commitments, then (i) at or prior to the effective date of such
reduction, the Administrative Agent shall notify the Borrower and the Revolving
Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect
thereto and (ii) if the Aggregate Revolving Credit Exposure would exceed the
Total Revolving Credit Commitment after giving effect to such reduction or
termination, then the Borrower shall, on the date of such reduction or
termination, repay or prepay Revolving Credit Borrowings or Swingline Loans (or
a combination thereof) and/or replace or cash collateralize outstanding Letters
of Credit in an amount sufficient to eliminate such excess.
(b) Not later than the third Business Day following the receipt of any
Net Cash Proceeds of any Asset Sale, the Borrower shall apply 100% of the Net
Cash Proceeds received with respect thereto to prepay outstanding Term Loans in
accordance with Section 2.13(g).
(c) In the event and on each occasion that a Public Equity Offering
occurs, the Borrower shall, substantially simultaneously with (and in any event
not later than the third Business Day next following) the occurrence of such
Public Equity Offering, apply 50% of the Net Cash Proceeds therefrom to prepay
outstanding Term Loans in accordance with Section 2.13(g); provided, however,
that, so long as the Net Cash Proceeds of each such Public Equity Offering are
either (i) invested by Holdings in the Borrower as common equity and/or (ii)
used to prepay the Seller Note (but only to the extent permitted by Section
6.12(ii)) and/or the Holdings Subordinated Note, the Borrower shall not be
required to apply the first $50,000,000 of Net Cash Proceeds from all such
Public Equity Offerings to the prepayment of Term Loans in accordance with this
Section.
(d) No later than the earlier of (i) 90 days after the end of each
fiscal year of the Borrower, commencing with the fiscal year ending on December
31, 1999, and (ii) the date on which the financial statements with respect to
such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay
outstanding Term Loans in accordance with Section 2.13(g) in an aggregate
principal amount equal to 75% of Excess Cash Flow for the fiscal year then
ended; provided, however, that
<PAGE> 40
35
such percentage shall be decreased to 50% for any year if the Leverage Ratio at
the end of such year shall be less than 3.0 to 1.00.
(e) In the event that any Loan Party or any subsidiary of a Loan Party
shall receive Net Cash Proceeds from the issuance or other disposition of
Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan
Party (other than Indebtedness for money borrowed permitted pursuant to Section
6.01), the Borrower shall, substantially simultaneously with (and in any event
not later than the third Business Day next following) the receipt of such Net
Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to
100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance
with Section 2.13(g).
(f) In the event that there shall occur any Casualty or Condemnation
and, pursuant to the applicable Mortgage, the Casualty Proceeds or Condemnation
Proceeds, as the case may be, are required to be used to prepay the Term Loans,
then the Borrower shall apply an amount equal to 100% of such Casualty Proceeds
or Condemnation Proceeds, as the case may be, to prepay outstanding Term Loans
in accordance with Section 2.13(g).
(g) Mandatory prepayments of outstanding Term Loans under this
Agreement shall be allocated pro rata between the then-outstanding Tranche A
Term Loans and Tranche B Term Loans, and, subject to paragraph (j) below,
applied pro rata against the remaining scheduled installments of principal due
in respect of Tranche A Term Loans and Tranche B Term Loans under Sections
2.11(a)(i) and (ii), respectively.
(h) The Borrower shall deliver to the Administrative Agent, at the time
of each prepayment required under this Section 2.13, (i) a certificate signed
by a Financial Officer of the Borrower setting forth in reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable,
at least three days prior written notice of such prepayment. Each notice of
prepayment shall specify the prepayment date, the Type of each Loan being
prepaid and the principal amount of each Loan (or portion thereof) to be
prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject
to Section 2.16, but shall otherwise be without premium or penalty.
(i) Amounts to be applied pursuant to this Section 2.13 to the
prepayment of Term Loans and Revolving Loans shall be applied, as applicable,
first to reduce outstanding ABR Term Loans and ABR Revolving Loans. Any amounts
remaining after each such application shall, at the option of the Borrower, be
applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the
case may be, immediately and/or shall be deposited in the Prepayment Account (as
defined below). The Administrative Agent shall apply any cash deposited in the
Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans
and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in
each case on the last day of their respective Interest Periods (or, at the
direction of the Borrower, on any earlier date) until all outstanding Term Loans
or Revolving Loans, as the case may be, have been prepaid or until all the
allocable cash on deposit with respect to such Loans has been exhausted. For
purposes of this Agreement, the term "Prepayment Account" shall mean an account
established by the Borrower with the Administrative Agent and over which the
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal for application in accordance with this paragraph
(i). The Administrative Agent will, at the request of the Borrower, invest
amounts on deposit in the Prepayment Account in Cash Equivalents that mature
prior to the last day of the applicable Interest Periods of the Eurodollar Term
Borrowings or Eurodollar Revolving Borrowings to be prepaid, as the case may be;
provided, however, that (i) the Administrative Agent shall not be required to
make any investment that, in its sole
<PAGE> 41
36
judgment, would require or cause the Administrative Agent to be in, or would
result in any, violation of any law, statute, rule or regulation and (ii) the
Administrative Agent shall have no obligation to invest amounts on deposit in
the Prepayment Account if a Default or Event of Default shall have occurred and
be continuing. The Borrower shall indemnify the Administrative Agent for any
losses relating to the investments so that the amount available to prepay
Eurodollar Borrowings on the last day of the applicable Interest Period is not
less than the amount that would have been available had no investments been made
pursuant thereto. Other than any interest earned on such investments, the
Prepayment Account shall not bear interest. Interest or profits, if any, on such
investments shall be deposited in the Prepayment Account and reinvested and
disbursed as specified above. If the maturity of the Loans has been accelerated
pursuant to Article VII, the Administrative Agent may, in its sole discretion,
apply all amounts on deposit in the Prepayment Account to satisfy any of the
Obligations. The Borrower hereby grants to the Administrative Agent, for its
benefit and the benefit of the Issuing Bank and the Lenders, a security interest
in the Prepayment Account to secure the Obligations.
(j) Any Tranche B Lender may elect, by notice to the Administrative
Agent in writing (or by telephone or telecopy promptly confirmed in writing) at
least one Business Day prior to any prepayment of Tranche B Term Loans required
to be made by the Borrower for the account of such Lender pursuant to this
Section 2.13, to cause all or a portion of such prepayment to be applied instead
to prepay Tranche A Term Loans in accordance with paragraph (g) above.
SECTION 2.14. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision of this Agreement, if after the date of this
Agreement any change in applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of or
credit extended by any Lender or the Issuing Bank (except any such reserve
requirement which is reflected in the Adjusted LIBO Rate) or shall impose on
such Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein, and the result of any of the
foregoing shall be to increase the cost to such Lender or the Issuing Bank of
making or maintaining any Eurodollar Loan or increase the cost to any Lender of
issuing or maintaining any Letter of Credit or purchasing or maintaining a
participation therein or to reduce the amount of any sum received or receivable
by such Lender or the Issuing Bank hereunder (whether of principal, interest or
otherwise) by an amount deemed by such Lender or the Issuing Bank to be
material, then the Borrower will pay to such Lender or the Issuing Bank, as the
case may be, upon demand such additional amount or amounts as will compensate
such Lender or the Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that the
adoption after the date hereof of any law, rule, regulation, agreement or
guideline regarding capital adequacy, or any change after the date hereof in any
such law, rule, regulation, agreement or guideline (whether such law, rule,
regulation, agreement or guideline has been adopted) or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or the Issuing Bank or any Lender's or the
Issuing Bank's holding company with any request or directive regarding capital
adequacy (whether or not having the force of law) of any Governmental Authority
has or would have the effect of reducing the rate of return on such Lender's or
the Issuing Bank's capital or on the capital of such Lender's or the Issuing
Bank's holding company, if any, as a consequence of this
<PAGE> 42
37
Agreement or the Loans made or participations in Letters of Credit purchased by
such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank
pursuant hereto to a level below that which such Lender or the Issuing Bank or
such Lender's or the Issuing Bank's holding company could have achieved but for
such applicability, adoption, change or compliance (taking into consideration
such Lender's or the Issuing Bank's policies and the policies of such Lender's
or the Issuing Bank's holding company with respect to capital adequacy) by an
amount deemed by such Lender or the Issuing Bank to be material, then from time
to time the Borrower shall pay to such Lender or the Issuing Bank, as the case
may be, such additional amount or amounts as will compensate such Lender or the
Issuing Bank or such Lender's or the Issuing Bank's holding company for any such
reduction suffered.
(c) A certificate of a Lender or the Issuing Bank, setting forth in
reasonable detail the reason therefor, the amount or amounts necessary to
compensate such Lender or the Issuing Bank or its holding company, as
applicable, as specified in paragraph (a) or (b) above, and the calculation
thereof, shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the Issuing Bank the
amount shown as due on any such certificate delivered by it within 10 days after
its receipt of the same.
(d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be under any obligation to compensate any Lender or
the Issuing Bank under paragraph (a) or (b) above with respect to increased
costs or reductions with respect to any period prior to the date that is six
months prior to such request if such Lender or the Issuing Bank knew or could
reasonably have been expected to be aware of the circumstances giving rise to
such increased costs or reductions and of the fact that such circumstances would
in fact result in a claim for increased compensation by reason of such increased
costs or reductions; provided further that the foregoing limitation shall not
apply to any increased costs or reductions arising out of the retroactive
application of any law, regulation, rule, guideline or directive as aforesaid
within such six-month period. The protection of this Section shall be available
to each Lender and the Issuing Bank regardless of any possible contention of the
invalidity or inapplicability of the law, rule, regulation, agreement, guideline
or other change or condition that shall have occurred or been imposed.
SECTION 2.15. Change in Legality. (a) Notwithstanding any other
provision of this Agreement, if, after the date hereof, any change in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Administrative Agent:
(i) such Lender may declare that Eurodollar Loans will not
thereafter (for the duration of such unlawfulness) be made by such
Lender hereunder (or be continued for additional Interest Periods and
ABR Loans will not thereafter (for such duration) be converted into
Eurodollar Loans), whereupon any request for a Eurodollar Borrowing (or
to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a
Eurodollar Borrowing for an additional Interest Period) shall, as to
such Lender only, be deemed a request for an ABR Loan (or a request to
continue an ABR Loan as such for an additional
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38
Interest Period or to convert a Eurodollar Loan into an ABR Loan, as
the case may be), unless such declaration shall be subsequently
withdrawn; and
(ii) such Lender may require that all outstanding Eurodollar
Loans made by it be converted to ABR Loans, in which event all such
Eurodollar Loans shall be automatically converted to ABR Loans as of
the effective date of such notice as provided in paragraph (b) below.
In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.
(b) For purposes of this Section 2.15, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan made by such Lender, if
lawful, on the last day of the Interest Period currently applicable to such
Eurodollar Loan; in all other cases such notice shall be effective on the date
of receipt by the Borrower.
SECTION 2.16. Indemnity. The Borrower shall indemnify each Lender
against any loss or expense that such Lender may sustain or incur as a
consequence of (a) any event, other than a default by such Lender in the
performance of its obligations hereunder, which results in (i) such Lender
receiving or being deemed to receive any amount on account of the principal of
any Eurodollar Loan prior to the end of the Interest Period in effect therefor,
(ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of
the Interest Period with respect to any Eurodollar Loan, in each case other than
on the last day of the Interest Period in effect therefor, or (iii) any
Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be
made pursuant to a conversion or continuation under Section 2.10) not being made
after notice of such Loan shall have been given by the Borrower hereunder (any
of the events referred to in this clause (a) being called a "Breakage Event") or
(b) any default in the making of any payment or prepayment required to be made
hereunder. In the case of any Breakage Event, such loss shall include an amount
equal to the excess, as reasonably determined by such Lender, of (i) its cost of
obtaining funds for the Eurodollar Loan that is the subject of such Breakage
Event for the period from the date of such Breakage Event to the last day of the
Interest Period in effect (or that would have been in effect) for such Loan over
(ii) the amount of interest likely to be realized by such Lender in redeploying
the funds released or not utilized by reason of such Breakage Event for such
period. A certificate of any Lender setting forth any amount or amounts which
such Lender is entitled to receive pursuant to this Section 2.16 shall be
delivered to the Borrower and shall be conclusive absent manifest error.
SECTION 2.17. Pro Rata Treatment. Except as provided below in this
Section 2.17 with respect to Swingline Loans and as required under Sections
2.13(j) and 2.15, each Borrowing, each payment or prepayment of principal of any
Borrowing, each payment of interest on the Loans, each payment of the Commitment
Fees, each reduction of the Term Loan Commitments or the Revolving Credit
Commitments and each conversion of any Borrowing to or continuation of any
Borrowing as a Borrowing of any Type shall be allocated pro rata among the
Lenders in accordance with their respective applicable Commitments (or, if such
Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of their outstanding Loans). For purposes of
determining the available Revolving Credit Commitments of the Lenders at any
time, each outstanding Swingline Loan shall be deemed to have utilized the
Revolving Credit Commitments
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of the Lenders (including those Lenders which shall not have made Swingline
Loans) pro rata in accordance with such respective Revolving Credit Commitments.
Each Lender agrees that in computing such Lender's portion of any Borrowing to
be made hereunder, the Administrative Agent may, in its discretion, round each
Lender's percentage of such Borrowing to the next higher or lower whole dollar
amount.
SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower or any other Loan Party, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, obtain payment (voluntary or involuntary) in respect of any
Loan or Loans or L/C Disbursement as a result of which the unpaid principal
portion of its Tranche A Term Loans, Tranche B Term Loans and Revolving Loans
and participations in L/C Disbursements shall be proportionately less than the
unpaid principal portion of the Tranche A Term Loans, Tranche B Term Loans and
Revolving Loans and participations in L/C Disbursements of any other Lender, it
shall be deemed simultaneously to have purchased from such other Lender at face
value, and shall promptly pay to such other Lender the purchase price for, a
participation in the Tranche A Term Loans, Tranche B Term Loans and Revolving
Loans and L/C Exposure, as the case may be, of such other Lender, so that the
aggregate unpaid principal amount of the Tranche A Term Loans, Tranche B Term
Loans and Revolving Loans and L/C Exposure and participations in Tranche A Term
Loans, Tranche B Term Loans and Revolving Loans and L/C Exposure held by each
Lender shall be in the same proportion to the aggregate unpaid principal amount
of all Tranche A Term Loans, Tranche B Term Loans and Revolving Loans and L/C
Exposure then outstanding as the principal amount of its Tranche A Term Loans,
Tranche B Term Loans and Revolving Loans and L/C Exposure prior to such exercise
of banker's lien, setoff or counterclaim or other event was to the principal
amount of all Tranche A Term Loans, Tranche B Term Loans and Revolving Loans and
L/C Exposure outstanding prior to such exercise of banker's lien, setoff or
counterclaim or other event; provided, however, that if any such purchase or
purchases or adjustments shall be made pursuant to this Section 2.18 and the
payment giving rise thereto shall thereafter be recovered, such purchase or
purchases or adjustments shall be rescinded to the extent of such recovery and
the purchase price or prices or adjustment restored without interest. The
Borrower and Holdings expressly consent to the foregoing arrangements and agree
that any Lender holding a participation in a Term Loan or Revolving Loan or L/C
Disbursement deemed to have been so purchased may exercise any and all rights of
banker's lien, setoff or counterclaim with respect to any and all moneys owing
by the Borrower and Holdings to such Lender by reason thereof as fully as if
such Lender had made a Loan directly to the Borrower in the amount of such
participation.
SECTION 2.19. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any L/C Disbursement or
any Fees or other amounts) hereunder and under any other Loan Document not later
than 12:00 (noon), New York City time, on the date when due in immediately
available dollars, without setoff, defense or counterclaim. Each such payment
(other than (i) Issuing Bank Fees, which shall be paid directly to the Issuing
Bank, and (ii) principal of and interest on Swingline Loans, which shall be paid
directly to the Swingline Lender except as otherwise provided in Section
2.22(e)) shall be made to the Administrative Agent at its offices at Eleven
Madison Avenue, New York, New York.
(b) Except as otherwise expressly provided herein, whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder or under any other
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Loan Document shall become due, or otherwise would occur, on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of
interest or Fees, if applicable.
SECTION 2.20. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower or any Loan Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower or any Loan
Party shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section) the Administrative Agent or such Lender (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower or such Loan Party shall make such
deductions and (iii) the Borrower or such Loan Party shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.
(b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.
(c) The Borrower shall indemnify the Administrative Agent and each
Lender, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower or any Loan Party hereunder or under any other
Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender,
or by the Administrative Agent on its behalf or on behalf of a Lender, shall be
conclusive absent manifest error.
(d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower or any other Loan Party to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.
(e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate.
(f) If the Administrative Agent or any Lender receives a refund in
respect of Indemnified Taxes or Other Taxes paid by the Borrower, which in the
good faith judgment of the Administrative Agent or such Lender is allocable to
such payment, it shall promptly pay such refund, together with any other amounts
paid by the Borrower in connection with such refunded Indemnified Taxes or Other
Taxes, to the Borrower, net of all out-of-pocket expenses (including any Taxes
to which such
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41
Lender has become subject as a result of its receipt of such refund) of the
Administrative Agent or such Lender incurred in obtaining such refund and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, however, that the Borrower
agrees to promptly return such refund (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative
Agent or the applicable Lender, as the case may be, if it receives notice from
the Administrative Agent or the applicable Lender that the Administrative Agent
or such Lender is required to repay such refund to such Governmental Authority.
Nothing contained in this Section 2.20(f) shall require the Administrative Agent
or any Lender to make available its tax returns (or any other information
relating to its taxes which it deems to be confidential) to the Borrower or any
other person.
(g) Notwithstanding anything to the contrary in this Section, if the
Internal Revenue Service determines that a Lender is participating in a conduit
financing arrangement as defined in Section 7701(i) of the Code and the
regulations thereunder (a "Conduit Financing Arrangement"), then (i) any Taxes
that the Borrower is required to withhold from payments to such Lender shall be
excluded from the definition of "Indemnified Taxes" and (ii) such Lender shall
indemnify the Borrower in full for any and all Taxes for which the Borrower is
held directly liable under Section 1461 of the Code by virtue of such Conduit
Financing Arrangement. Each Lender represents that it is not participating in a
Conduit Financing Arrangement.
SECTION 2.21. Assignment of Commitments Under Certain Circumstances;
Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or
the Issuing Bank delivers a notice described in Section 2.15 or (iii) the
Borrower is required to pay any additional amount to any Lender or the Issuing
Bank or any Governmental Authority on account of any Lender or the Issuing Bank
pursuant to Section 2.20, the Borrower may, at its sole expense and effort
(including with respect to the processing and recordation fee referred to in
Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the
Administrative Agent, require such Lender or the Issuing Bank to transfer and
assign, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all of its interests, rights and obligations under
this Agreement to an assignee that shall assume such assigned obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided
that (x) such assignment shall not conflict with any law, rule or regulation or
order of any court or other Governmental Authority having jurisdiction, (y) the
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing
Bank and the Swingline Lender), which consent shall not unreasonably be
withheld, and (z) the Borrower or such assignee shall have paid to the affected
Lender or the Issuing Bank in immediately available funds an amount equal to the
sum of the principal of and interest accrued to the date of such payment on the
outstanding Loans or L/C Disbursements of such Lender or the Issuing Bank and
the Swingline Lender, respectively, plus all Fees and other amounts accrued for
the account of such Lender or the Issuing Bank hereunder (including any amounts
under Section 2.14 and Section 2.16); provided further that, if prior to any
such transfer and assignment the circumstances or event that resulted in such
Lender's or the Issuing Bank's claim for compensation under Section 2.14 or
notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the
case may be, cease to cause such Lender or the Issuing Bank to suffer increased
costs or reductions in amounts received or receivable or reduction in return on
capital, or cease to have the consequences specified in Section 2.15, or cease
to result in amounts being payable under Section 2.20, as the case may be
(including as a result of any action taken by such Lender or the Issuing Bank
pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall
waive its right to claim further compensation under Section 2.14 in respect of
such
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42
circumstances or event or shall withdraw its notice under Section 2.15 or shall
waive its right to further payments under Section 2.20 in respect of such
circumstances or event, as the case may be, then such Lender or the Issuing Bank
shall not thereafter be required to make any such transfer and assignment
hereunder.
(b) If (i) any Lender or the Issuing Bank shall request compensation
under Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice
described in Section 2.15 or (iii) the Borrower is required to pay any
additional amount to any Lender or the Issuing Bank or any Governmental
Authority on account of any Lender or the Issuing Bank, pursuant to Section
2.20, then such Lender or the Issuing Bank shall use reasonable efforts (which
shall not require such Lender or the Issuing Bank to incur an unreimbursed loss
or unreimbursed cost or expense or otherwise take any action inconsistent with
its internal policies or legal or regulatory restrictions or suffer any
disadvantage or burden deemed by it to be significant) (x) to file any
certificate or document reasonably requested in writing by the Borrower or (y)
to assign its rights and delegate and transfer its obligations hereunder to
another of its offices, branches or affiliates, if such filing or assignment
would reduce its claims for compensation under Section 2.14 or enable it to
withdraw its notice pursuant to Section 2.15 or would reduce amounts payable
pursuant to Section 2.20, as the case may be, in the future. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender or the
Issuing Bank in connection with any such filing or assignment, delegation and
transfer.
SECTION 2.22. Swingline Loans. (a) Swingline Commitment. Subject to the
terms and conditions and relying upon the representations and warranties herein
set forth, the Swingline Lender agrees to make loans to the Borrower at any time
and from time to time on and after the Closing Date and until the earlier of the
Revolving Credit Maturity Date and the termination of the Revolving Credit
Commitments in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate
principal amount of all Swingline Loans exceeding $10,000,000 or (ii) the
Aggregate Revolving Credit Exposure, after giving effect to any Swingline Loan,
exceeding the Total Revolving Credit Commitment. Each Swingline Loan shall be in
a principal amount that is an integral multiple of $250,000. The Swingline
Commitment may be terminated or reduced from time to time as provided herein.
Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow
Swingline Loans hereunder, subject to the terms, conditions and limitations set
forth herein.
(b) Swingline Loans. The Borrower shall notify the Administrative Agent
by telecopy, or by telephone (confirmed by telecopy), not later than 12:00 p.m.,
New York City time, on the day of a proposed Swingline Loan. Such notice shall
be delivered on a Business Day, shall be irrevocable and shall refer to this
Agreement and shall specify the requested date (which shall be a Business Day)
and amount of such Swingline Loan. The Administrative Agent will promptly advise
the Swingline Lender of any notice received from the Borrower pursuant to this
paragraph (b). The Swingline Lender shall make each Swingline Loan available to
the Borrower by means of a credit to an account as directed by the Borrower in
the notice requesting such Swingline Loan on the date such Swingline Loan is so
requested.
(c) Prepayment. The Borrower shall have the right at any time and from
time to time to prepay any Swingline Loan, in whole or in part, upon giving
written or telecopy notice (or telephone notice promptly confirmed by written,
or telecopy notice) to the Swingline Lender and to the Administrative Agent
before 12:00 (noon), New York City time on the date of prepayment at the
Swingline Lender's address for notices specified in Schedule 2.01. All principal
payments of
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Swingline Loans shall be accompanied by accrued interest on the principal
amount being repaid to the date of payment.
(d) Interest. Each Swingline Loan shall be an ABR Loan and, subject to
the provisions of Section 2.07, shall bear interest as provided in Section
2.06(a).
(e) Participations. The Swingline Lender may by written notice given to
the Administrative Agent not later than 11:00 a.m., New York City time, on any
Business Day require the Revolving Credit Lenders to acquire participations on
such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which the
Revolving Credit Lenders will participate. The Administrative Agent will,
promptly upon receipt of such notice, give notice to each Revolving Credit
Lender, specifying in such notice such Lender's Pro Rata Percentage of such
Swingline Loan or Loans. In furtherance of the foregoing, each Revolving Credit
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Revolving Credit Lender's Pro Rata Percentage of such
Swingline Loan or Loans. Each Revolving Credit Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or an Event of Default, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever. Each Revolving Credit
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.02(c)
with respect to Loans made by such Lender (and Section 2.02(c) shall apply,
mutatis mutandis, to the payment obligations of the Lenders) and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Lenders. The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this
paragraph and thereafter payments in respect of such Swingline Loan shall be
made to the Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower (or other party liable for obligations of the Borrower) of any
default in the payment thereof.
SECTION 2.23. Letters of Credit. (a) General. The Borrower may request
the issuance of a Letter of Credit for its own account, in a form reasonably
acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time while the Revolving Credit Commitments remain in effect. This
Section shall not be construed to impose an obligation upon the Issuing Bank to
issue any Letter of Credit that is inconsistent with the terms and conditions of
this Agreement.
(b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. In order to request the issuance of a Letter of Credit (or to amend,
renew or extend an existing Letter of Credit), the Borrower shall hand deliver
or telecopy to the Issuing Bank and the Administrative Agent (reasonably in
advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended, renewed or extended, the date of issuance, amendment,
renewal or extension, the date on which such
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Letter of Credit is to expire (which shall comply with paragraph (c) below), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare such Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only
if, and upon issuance, amendment, renewal or extension of each Letter of Credit
the Borrower shall be deemed to represent and warrant that, after giving effect
to such issuance, amendment, renewal or extension (i) the L/C Exposure shall not
exceed $25,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not
exceed the Total Revolving Credit Commitment.
(c) Expiration Date. Each Letter of Credit shall expire at the close of
business on the earlier of the date one year after the date of the issuance of
such Letter of Credit and the date that is five Business Days prior to the
Revolving Credit Maturity Date, unless such Letter of Credit expires by its
terms on an earlier date.
(d) Participations. By the issuance of a Letter of Credit and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Revolving Credit Lender, and each such Lender hereby
acquires from the applicable Issuing Bank, a participation in such Letter of
Credit equal to such Lender's Pro Rata Percentage of the aggregate amount
available to be drawn under such Letter of Credit, effective upon the issuance
of such Letter of Credit. In consideration and in furtherance of the foregoing,
each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay
to the Administrative Agent, for the account of the Issuing Bank, such Lender's
Pro Rata Percentage of each L/C Disbursement made by the Issuing Bank and not
reimbursed by the Borrower (or, if applicable, another party pursuant to its
obligations under any other Loan Document) forthwith on the date due as provided
in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect
of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a
Default or an Event of Default, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.
(e) Reimbursement. If the Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, the Borrower shall pay to the Administrative
Agent an amount equal to such L/C Disbursement not later than the end of the day
on which the Borrower shall have received notice from the Issuing Bank that
payment of such draft will be made, or, if the Borrower shall have received such
notice later than 10:00 a.m., New York City time, on any Business Day, not later
than 10:00 a.m., New York City time, on the immediately following Business Day.
(f) Obligations Absolute. The Borrower's obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:
(i) any lack of validity or enforceability of any Letter of
Credit or any Loan Document, or any term or provision therein;
(ii) any amendment or waiver of or any consent to departure
from all or any of the provisions of any Letter of Credit or any Loan
Document;
(iii) the existence of any claim, setoff, defense or other
right that the Borrower, any other party guaranteeing, or otherwise
obligated with, the Borrower, any Subsidiary or other
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Affiliate thereof or any other person may at any time have against the
beneficiary under any Letter of Credit, the Issuing Bank, the
Administrative Agent or any Lender or any other person, whether in
connection with this Agreement, any other Loan Document or any other
related or unrelated agreement or transaction;
(iv) any draft or other document presented under a Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any
respect;
(v) payment by the Issuing Bank under a Letter of Credit
against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit; and
(vi) any other act or omission to act or delay of any kind of
the Issuing Bank, the Lenders, the Administrative Agent or any other
person or any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of the
Borrower's obligations hereunder.
Without limiting the generality of the foregoing, it is expressly
understood and agreed that the absolute and unconditional obligation of the
Borrower hereunder to reimburse L/C Disbursements will not be excused by the
gross negligence or wilful misconduct of the Issuing Bank. However, the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank's gross negligence or wilful misconduct in determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof; it is understood that the Issuing Bank may accept documents that
appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary and, in
making any payment under any Letter of Credit (i) the Issuing Bank's exclusive
reliance on the documents presented to it under such Letter of Credit as to any
and all matters set forth therein, including reliance on the amount of any draft
presented under such Letter of Credit, whether or not the amount due to the
beneficiary thereunder equals the amount of such draft and whether or not any
document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged or invalid or any statement therein proves
to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance
in any immaterial respect of the documents presented under such Letter of Credit
with the terms thereof shall, in each case, be deemed not to constitute wilful
misconduct or gross negligence of the Issuing Bank.
(g) Disbursement Procedures. The Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall as promptly as possible
give telephonic notification, confirmed by telecopy, to the Administrative Agent
and the Borrower of such demand for payment and whether the Issuing Bank has
made or will make an L/C Disbursement thereunder; provided that any failure to
give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Revolving Credit Lenders with
respect to any such L/C Disbursement. The Administrative Agent shall promptly
give each Revolving Credit Lender notice thereof.
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(h) Interim Interest. If the Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, then, unless the Borrower shall
reimburse such L/C Disbursement in full on such date, the unpaid amount thereof
shall bear interest for the account of the Issuing Bank, for each day from and
including the date of such L/C Disbursement, to but excluding the earlier of the
date of payment by the Borrower or the date on which interest shall commence to
accrue thereon as provided in Section 2.02(f), at the rate per annum that would
apply to such amount if such amount were an ABR Revolving Loan.
(i) Resignation or Removal of the Issuing Bank. The Issuing Bank may
resign at any time by giving 180 days' prior written notice to the
Administrative Agent, the Lenders and the Borrower, and may be removed at any
time by the Borrower by notice to the Issuing Bank, the Administrative Agent and
the Lenders. Subject to the next succeeding paragraph, upon the acceptance of
any appointment as the Issuing Bank hereunder by a Lender that shall agree to
serve as successor Issuing Bank, such successor shall succeed to and become
vested with all the interests, rights and obligations of the retiring Issuing
Bank and the retiring Issuing Bank shall be discharged from its obligations to
issue additional Letters of Credit hereunder. At the time such removal or
resignation shall become effective, the Borrower shall pay all accrued and
unpaid fees pursuant to Section 2.05(c)(ii). The acceptance of any appointment
as the Issuing Bank hereunder by a successor Lender shall be evidenced by an
agreement entered into by such successor, in a form satisfactory to the Borrower
and the Administrative Agent, and, from and after the effective date of such
agreement, (i) such successor Lender shall have all the rights and obligations
of the previous Issuing Bank under this Agreement and the other Loan Documents
and (ii) references herein and in the other Loan Documents to the term "Issuing
Bank" shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require. After the resignation or removal of the Issuing Bank hereunder, the
retiring Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement and the other
Loan Documents with respect to Letters of Credit issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters of
Credit.
(j) Cash Collateralization. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day it receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Credit Lenders holding participations in
outstanding Letters of Credit representing greater than 50% of the aggregate
undrawn amount of all outstanding Letters of Credit) thereof and of the amount
to be deposited, deposit in an account with the Collateral Agent, for the
benefit of the Revolving Credit Lenders, an amount in cash equal to the L/C
Exposure as of such date. Such deposit shall be held by the Collateral Agent as
collateral for the payment and performance of the Obligations. The Collateral
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the
investment of such deposits in Permitted Investments, which investments shall be
made at the option and sole discretion of the Collateral Agent, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall (i) automatically be
applied by the Administrative Agent to reimburse the Issuing Bank for L/C
Disbursements for which it has not been reimbursed, (ii) be held for the
satisfaction of the reimbursement obligations of the Borrower for the L/C
Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Credit Lenders holding
participations in outstanding Letters of Credit representing greater than 50% of
the aggregate undrawn amount of all outstanding Letters of Credit), be applied
to satisfy the Obligations. If the Borrower is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the
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extent not applied as aforesaid) shall be returned to the Borrower within three
Business Days after all Events of Default have been cured or waived.
(k) Additional Issuing Banks. The Borrower may, at any time and from
time to time with the consent of the Administrative Agent (which consent shall
not be unreasonably withheld) and such Lender, designate one or more additional
Lenders to act as an issuing bank under the terms of this Agreement. Any Lender
designated as an issuing bank pursuant to this paragraph (k) shall be deemed (in
addition to being a Lender) to be the Issuing Bank with respect to Letters of
Credit issued or to be issued by such Lender, and all references herein and in
the other Loan Documents to the term "Issuing Bank" shall, with respect to such
Letters of Credit, be deemed to refer to such Lender in its capacity as Issuing
Bank, as the context shall require.
(l) Existing Letter of Credit. The Existing L/C shall be deemed to be a
Letter of Credit issued hereunder, and on the Closing Date each Revolving Credit
Lender shall be deemed to have been granted and acquired a participation therein
pursuant to paragraph (d) above.
ARTICLE III
Representations and Warranties
Each of Holdings and the Borrower represents and warrants to the
Administrative Agent, the Collateral Agent, the Issuing Bank and each of the
Lenders that:
SECTION 3.01. Organization; Powers. Each of Holdings, the Borrower and
each of the Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has all
requisite power and authority to own its property and assets and to carry on its
business as now conducted and as proposed to be conducted, (c) is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required, except where the failure so to qualify could not
reasonably be expected to result in a Material Adverse Effect, and (d) has the
power and authority to execute, deliver and perform its obligations under each
of the Loan Documents and each other agreement or instrument contemplated hereby
to which it is or will be a party and, in the case of the Borrower, to borrow
hereunder.
SECTION 3.02. Authorization. The execution, delivery and performance by
each Loan Party of each of the Documents and the consummation by the Loan
Parties of the Transactions (including the borrowings hereunder) (a) have been
duly authorized by all requisite corporate and, if required, stockholder action
and (b) will not (i) violate (A) any provision of law, statute, rule or
regulation, or of the certificate or articles of incorporation or other
constitutive documents or by-laws of Holdings, the Borrower or any Subsidiary,
(B) any order of any Governmental Authority or (C) any provision of any
indenture, agreement or other instrument to which Holdings, the Borrower or any
Subsidiary is a party or by which any of them or any of their property is or may
be bound, (ii) be in conflict with, result in a breach of or constitute (alone
or with notice or lapse of time or both) a default under, or give rise to any
right to accelerate or to require the prepayment, repurchase or redemption of
any obligation under any such indenture, agreement or other instrument or (iii)
result in the creation or imposition of any Lien upon or with respect to any
property or assets now owned or hereafter acquired by Holdings, the Borrower or
any Subsidiary (other than any Lien created hereunder or under the Security
Documents).
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SECTION 3.03. Enforceability. This Agreement has been duly executed and
delivered by Holdings and the Borrower and constitutes, and each other Loan
Document when executed and delivered by the each Loan Party thereto will
constitute, a legal, valid and binding obligation of such Loan Party enforceable
against such Loan Party in accordance with its terms.
SECTION 3.04. Governmental Approvals. No action, consent or approval
of, registration or filing with or any other action by any Governmental
Authority is or will be required in connection with the Transactions, except for
(a) the filing of Uniform Commercial Code financing statements and filings with
the United States Patent and Trademark Office, the United States Copyright
Office, the Korean Intellectual Property Office and the appropriate intellectual
property filing offices in Germany, Japan, France and the United Kingdom, (b)
recordation of the Mortgages, (c) such as have been made or obtained and are in
full force and effect and (d) those filings required to be made following the
Closing Date which are set forth on Schedule 3.04.
SECTION 3.05. Financial Statements. (a) The Borrower has heretofore
furnished to the Lenders (i) its consolidated balance sheets and related
statements of income, stockholder's equity and cash flows (x) as of and for the
fiscal year ended May 31, 1998, audited by and accompanied by the opinion of
KPMG Peat Marwick LLP, independent public accountants, and (y) as of and for the
fiscal quarter and the portion of the fiscal year ended February 28, 1999,
certified by its chief financial officer, and (b) the statement of net assets
and related statements of operations and comprehensive income (loss) and cash
flows for the PD Business as of and for the fiscal year ended December 31, 1998,
audited by and accompanied by the opinion of PricewaterhouseCoopers LLP,
independent public accountants. Such financial statements present fairly the
financial condition and results of operations and cash flows of the Borrower and
its consolidated Subsidiaries and the PD Business, respectively, as of such
dates and for such periods. Such balance sheets and the notes thereto disclose
all material liabilities, direct or contingent, of the Borrower and its
consolidated Subsidiaries and the PD Business, respectively, as of the dates
thereof. Such financial statements were prepared in accordance with GAAP applied
on a consistent basis.
(b) The Borrower has heretofore delivered to the Lenders its unaudited
pro forma consolidated balance sheet and related statement of income as of
November 29, 1998, prepared giving effect to the Transactions as if they had
occurred, with respect to such balance sheet, on such date, and with respect to
such income statement, on May 26, 1997. Such pro forma financial statements have
been prepared in good faith by the Borrower, based on the assumptions used to
prepare the pro forma financial information contained in the Confidential
Information Memorandum (which assumptions are believed by the Borrower on the
date hereof and on the Closing Date to be reasonable), are based on the best
information available to the Borrower as of the date of delivery thereof,
accurately reflect all adjustments required to be made to give effect to the
Transactions and present fairly on a pro forma basis the estimated consolidated
financial position of the Borrower and its consolidated Subsidiaries as of such
dates, assuming that the Transactions had actually occurred at such dates.
SECTION 3.06. No Material Adverse Change. There has been no material
adverse change in the business, results of operations, prospects, condition,
financial or otherwise, or material agreements of Holdings, the Borrower and the
Subsidiaries, taken as a whole, since May 31, 1998.
SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each of
Holdings, the Borrower and the Subsidiaries has good and marketable title to, or
valid leasehold interests in, all its material properties and assets (including
all Mortgaged Property), except for minor defects in title
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that do not interfere with its ability to conduct its business as currently
conducted or to utilize such properties and assets for their intended purposes.
All such material properties and assets are free and clear of Liens, other than
Liens expressly permitted by Section 6.02.
(b) Each of Holdings, the Borrower and the Subsidiaries has complied
with all obligations under all material leases to which it is a party and all
such leases are in full force and effect. Each of Holdings, the Borrower and the
Subsidiaries enjoys peaceful and undisturbed possession under all such material
leases.
(c) Except as set forth on Schedule 3.07(c), neither Holdings nor the
Borrower has received any notice of, nor has any knowledge of, any pending or
contemplated condemnation proceeding affecting the Mortgaged Properties or any
sale or disposition thereof in lieu of condemnation.
(d) None of Holdings, the Borrower or any of the Subsidiaries is
obligated under any right of first refusal, option or other contractual right to
sell, assign or otherwise dispose of any Mortgaged Property or any interest
therein.
SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Closing
Date a list of all Subsidiaries and the percentage ownership interest of
Holdings or the Borrower therein. The shares of capital stock or other ownership
interests so indicated on Schedule 3.08 are fully paid and non-assessable and
are owned by Holdings or the Borrower, directly or indirectly, free and clear of
all Liens other than Liens created by the Pledge Agreement.
SECTION 3.09. Litigation; Compliance with Laws. (a) Except as set forth
on Schedule 3.09 or Schedule 3.17, there are not any actions, suits or
proceedings at law or in equity or by or before any Governmental Authority now
pending or, to the knowledge of Holdings or the Borrower, threatened against or
affecting Holdings or the Borrower or any Subsidiary or any business, property
or rights of any such person (i) that involve any Loan Document or the
Transactions or (ii) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.
(b) Except for matters covered by Section 3.17, none of Holdings, the
Borrower or any of the Subsidiaries or any of their respective material
properties or assets is in violation of, nor will the continued operation of
their material properties and assets as currently conducted violate, any law,
rule or regulation (including any zoning or building ordinance, code or approval
or any building permits) or any restrictions of record or agreements affecting
the Mortgaged Property, or is in default with respect to any judgment, writ,
injunction, decree or order of any Governmental Authority, where such violation
or default could reasonably be expected to result in a Material Adverse Effect.
SECTION 3.10. Agreements. (a) None of Holdings, the Borrower or any of
the Subsidiaries is a party to any agreement or instrument or subject to any
corporate restriction that has resulted or could reasonably be expected to
result in a Material Adverse Effect.
(b) None of Holdings, the Borrower or any of the Subsidiaries is in
default in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect.
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50
SECTION 3.11. Federal Reserve Regulations. (a) None of Holdings, the
Borrower or any of the Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.
(b) No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of, or that is inconsistent
with, the provisions of the Regulations of the Board, including Regulation T, U
or X.
SECTION 3.12. Investment Company Act; Public Utility Holding Company
Act. None of Holdings, the Borrower or any Subsidiary is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935.
SECTION 3.13. Use of Proceeds. The Borrower will use the proceeds of
the Loans and will request the issuance of Letters of Credit only for the
purposes specified in the preamble to this Agreement.
SECTION 3.14. Tax Returns. Each of Holdings, the Borrower and the
Subsidiaries has filed or caused to be filed all Federal tax returns and all
material, state, local and foreign tax returns or materials required to have
been filed by it and has paid or caused to be paid all taxes due and payable by
it and all assessments received by it, except taxes that are being contested in
good faith by appropriate proceedings and for which Holdings, the Borrower or
such Subsidiary, as applicable, shall have set aside on its books adequate
reserves.
SECTION 3.15. No Material Misstatements. None of (a) the Confidential
Information Memorandum or (b) any other information, report, financial
statement, exhibit or schedule furnished by or on behalf of Holdings or the
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto contained, contains or will contain any material misstatement of fact or
omitted, omits or will omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are
or will be made, not misleading as of the date such information is dated or
certified; provided that to the extent any such information, report, financial
statement, exhibit or schedule was based upon or constitutes a forecast or
projection, each of Holdings and the Borrower represents only that it acted in
good faith and utilized reasonable assumptions and due care in the preparation
of such information, report, financial statement, exhibit or schedule.
SECTION 3.16. Employee Benefit Plans. (a) Each of the Borrower and its
ERISA Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and the Code and the regulations and published
interpretations thereunder. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in material liability of the Borrower or
any of its ERISA Affiliates. The present value of all benefit liabilities under
each Plan (based on those assumptions used to fund such Plan) did not, as of the
last annual valuation date applicable thereto, exceed by more than $200,000 the
fair market value of the assets of such Plan, and the present value of all
benefit liabilities of all underfunded Plans (based on those assumptions used to
fund each such Plan) did not, as of the last annual valuation dates applicable
thereto, exceed by more than $200,000 the fair market value of the assets of all
such underfunded Plans.
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(b) Each Foreign Pension Plan is in compliance in all material respects
with all requirements of law applicable thereto and the respective requirements
of the governing documents for such plan except to the extent such
non-compliance could not reasonably be expected to result in a Material Adverse
Effect. With respect to each Foreign Pension Plan, none of the Holdings, its
Affiliates or any of its directors, officers, employees or agents has engaged in
a transaction that subject the Holdings or any of its Subsidiaries, directly or
indirectly, to a material tax or civil penalty. With respect to each Foreign
Pension Plan, reserves have been established in the financial statements
furnished to Lenders in respect of any unfunded liabilities in accordance with
applicable law and prudent business practice or, where required, in accordance
with ordinary accounting practices in the jurisdiction in which such Foreign
Pension Plan is maintained. The aggregate unfunded liabilities, with respect to
such Foreign Pension Plans could not reasonably be expected to result in a
Material Adverse Effect. There are no actions, suits or claims (other than
routine claims for benefits) pending or threatened against the Holdings or any
of its Affiliates with respect to any Foreign Pension Plan which could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.
SECTION 3.17. Environmental Matters. Except as set forth in Schedule
3.17:
(a) The properties owned or operated by Holdings, the Borrower and the
Subsidiaries (the "Properties") do not contain any Hazardous Materials in
amounts or concentrations which (i) constitute, or constituted a violation of,
(ii) require Remedial Action under, or (iii) could give rise to liability under,
Environmental Laws, which violations, Remedial Actions and liabilities, in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;
(b) The Properties and all operations of the Borrower and the
Subsidiaries are in compliance, and in the last six years have been in
compliance, with all Environmental Laws and all necessary Environmental Permits
have been obtained and are in effect, except to the extent that such
non-compliance or failure to obtain any necessary permits, in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect;
(c) There have been no Releases or threatened Releases by the Borrower
or any Subsidiary or, to their knowledge, by any other party, at, from, under or
proximate to the Properties or otherwise in connection with the operations of
the Borrower or the Subsidiaries, which Releases or threatened Releases, in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;
(d) None of Holdings, the Borrower or any of the Subsidiaries has
received any notice of an Environmental Claim in connection with the Properties
or the operations of the Borrower or the Subsidiaries or with regard to any
person whose liabilities for environmental matters Holdings, the Borrower or the
Subsidiaries has retained or assumed, in whole or in part, contractually, by
operation of law or otherwise, which, in the aggregate, could reasonably be
expected to result in a Material Adverse Effect; and
(e) Hazardous Materials have not been transported from the Properties
by or on behalf of Holdings, the Borrower or any Subsidiary, nor have Hazardous
Materials been generated, treated, stored or disposed of at, on or under any of
the Properties in a manner that could give rise to liability under any
Environmental Law, nor have the Borrower or the Subsidiaries retained or assumed
any liability, contractually or by operation of law, with respect to the
generation, treatment, storage or disposal of Hazardous Materials, which
transportation, generation, treatment, storage or disposal,
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or retained or assumed liabilities, in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.
SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and
correct description of all insurance maintained by the Borrower or by the
Borrower for its Subsidiaries as of the date hereof and the Closing Date. As of
each such date, such insurance is in full force and effect and all premiums have
been duly paid. The Borrower and its Subsidiaries have insurance in such amounts
and covering such risks and liabilities as are in accordance with normal
industry practice.
SECTION 3.19. Security Documents. (a) The Pledge Agreement is effective
to create in favor of the Collateral Agent, for the ratable benefit of the
Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Pledge Agreement) and, when the Collateral is
delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully
perfected first priority Lien on, and security interest in, all right, title and
interest of the pledgors thereunder in such Collateral, in each case prior and
superior in right to any other person.
(b) The Security Agreement is effective to create in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Collateral (as defined in the Security
Agreement) and, when financing statements in appropriate form are filed in the
offices specified on Schedule 6 to the Perfection Certificate, the Security
Agreement shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the grantors thereunder in such Collateral
(other than the Intellectual Property, as defined in the Security Agreement), in
each case prior and superior in right to any other person, other than with
respect to Liens expressly permitted by Section 6.02.
(c) When the Security Agreement is filed in the United States Patent
and Trademark Office and the United States Copyright Office, the Security
Agreement shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the grantors thereunder in the Intellectual
Property (as defined in the Security Agreement), in each case prior and superior
in right to any other person (it being understood that subsequent recordings in
the United States Patent and Trademark Office and the United States Copyright
Office may be necessary to perfect a lien on registered trademarks, trademark
applications and copyrights acquired by the grantors after the date hereof),
subject to Liens permitted by Section 6.02.
(d) The Mortgages are effective to create in favor of the Collateral
Agent, for the ratable benefit of the Secured Parties, a legal, valid and
enforceable Lien on all of the Loan Parties' right, title and interest in and to
the Mortgaged Property thereunder and the proceeds thereof, and when the
Mortgages are filed in the offices specified on Schedule 3.19(d), the Mortgages
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the Loan Parties in such Mortgaged Property and the
proceeds thereof, in each case prior and superior in right to any other person,
other than with respect to the rights of persons pursuant to Liens expressly
permitted by Section 6.02.
SECTION 3.20. Location of Real Property and Leased Premises. (a)
Schedule 3.20(a) lists completely and correctly as of the Closing Date all real
property owned by the Borrower and the Subsidiaries and the addresses thereof.
The Borrower and the Subsidiaries own in fee all the real property set forth on
Schedule 3.20(a).
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(b) Schedule 3.20(b) lists completely and correctly as of the Closing
Date all real property leased by the Borrower and the Subsidiaries and the
addresses thereof. The Borrower and the Subsidiaries have valid leases in all
the real property set forth on Schedule 3.20(b).
SECTION 3.21. Labor Matters As of the date hereof and the Closing Date,
there are no strikes, lockouts or slowdowns against Holdings, the Borrower or
any Subsidiary pending or, to the knowledge of Holdings or the Borrower,
threatened. The hours worked by and payments made to employees of Holdings, the
Borrower and the Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Federal, state, local or foreign law
dealing with such matters in any manner which could reasonably be expected to
have a Material Adverse Effect. All payments due from Holdings, the Borrower or
any Subsidiary, or for which any claim may be made against Holdings, the
Borrower or any Subsidiary, on account of wages and employee health and welfare
insurance and other benefits, have been paid or accrued as a liability on the
books of Holdings, the Borrower or such Subsidiary except where the failure to
do so could not reasonably be expected to have a Material Adverse Effect. The
consummation of the Transactions will not give rise to any right of termination
or right of renegotiation on the part of any union under any collective
bargaining agreement to which Holdings, the Borrower or any Subsidiary is bound.
SECTION 3.22. Solvency. Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the making
of each Loan and after giving effect to the application of the proceeds of each
Loan, (a) the fair value of the assets of the Loan Parties taken as a whole, at
a fair valuation, will exceed their debts and liabilities, subordinated,
contingent or otherwise; (b) the present fair saleable value of the property of
the Loan Parties taken as a whole will be greater than the amount that will be
required to pay the probable liability of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) the Loan Parties taken as a whole will be able
to pay their debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured; and (d) the Loan Parties
taken as a whole will not have unreasonably small capital with which to conduct
the businesses in which they are engaged as such businesses are now conducted
and are proposed to be conducted following the Closing Date.
SECTION 3.23. Representations and Warranties in Documents. All
representations and warranties set forth in the other Documents were true and
correct in all material respects at the time as of which such representations
and warranties were made (or deemed made), provided that to the extent the
representations and warranties in the Transaction Documents are made by persons
other than the Loan Parties and the CVC Permitted Holders, then the
representations and warranties so made by such persons shall be deemed to be
true and correct in all material respects for purposes of this Section 3.23
unless the aggregate effect of all misrepresentations made by such other persons
in the Transaction Documents are such as would evidence a material adverse
change in the operations, properties, condition (financial or otherwise) or
prospects of the PD Business from that which would have applied if all
representations made by such other persons in the Transaction Documents had been
true and correct in all respects.
SECTION 3.24. Year 2000. Any reprogramming required to permit the
proper functioning, in and following the year 2000, of (a) Holdings' and its
Subsidiaries' computer systems and (b) equipment containing embedded microchips
(including systems and equipment supplied by others or with which the Holdings'
or its Subsidiaries' systems interface) and the testing of all such systems and
equipment, as so reprogrammed, will be completed prior to June 30, 1999. The
cost to Holdings and its Subsidiaries of such reprogramming and testing and of
the reasonably
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foreseeable consequences of the year 2000 (including reprogramming errors and
the failure of others' systems or equipment) will not result in a Material
Adverse Effect. Except for such of the reprogramming referred to in the
preceding sentence as may be necessary, the computer and management information
systems of Holdings and its Subsidiaries are and, with ordinary course upgrading
and maintenance, will continue for the term of this Agreement to be, sufficient
to permit Holdings and its Subsidiaries to conduct their business without
Material Adverse Effect.
SECTION 3.25. Letters of Credit. The Existing L/C and the trade letters
of credit referred to on Schedule 6.01 are the only letters of credit issued for
the account of Holdings or any of its Subsidiaries which are outstanding
immediately prior to the Closing Date and will remain outstanding after the
Closing Date.
ARTICLE IV
Conditions of Lending
The obligations of the Lenders to make Loans and of the Issuing Bank to
issue Letters of Credit hereunder are subject to the satisfaction of the
following conditions:
SECTION 4.01. All Credit Events. On the date of each Borrowing,
including each Borrowing of a Swingline Loan, and on the date of each issuance,
amendment, extension or renewal of a Letter of Credit (each such event being
called a "Credit Event"):
(a) The Administrative Agent shall have received a notice of such
Borrowing as required by Section 2.03 (or such notice shall have been deemed
given in accordance with Section 2.03) or, in the case of the issuance,
amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the
Administrative Agent shall have received a notice requesting the issuance,
amendment, extension or renewal of such Letter of Credit as required by Section
2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline
Lender and the Administrative Agent shall have received a notice requesting such
Swingline Loan as required by Section 2.22(b).
(b) The representations and warranties set forth in Article III hereof
or in any other Loan Document shall be true and correct in all material respects
on and as of the date of such Credit Event with the same effect as though made
on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date.
(c) The Borrower and each other Loan Party shall be in compliance in
all material respects with all the terms and provisions set forth herein and in
each other Loan Document on its part to be observed or performed, and at the
time of and immediately after such Credit Event, no Event of Default or Default
shall have occurred and be continuing.
Each Credit Event shall be deemed to constitute a representation and
warranty by the Borrower and Holdings on the date of such Credit Event as to the
matters specified in paragraphs (b) and (c) of this Section 4.01.
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SECTION 4.02. First Credit Event. On the Closing Date:
(a) The Administrative Agent shall have received, on behalf of itself,
the Lenders and the Issuing Bank, a favorable written opinion of (i) Dechert,
Price & Rhoads, special counsel for Holdings and the Borrower, substantially to
the effect set forth in Exhibit J-1, (ii) Kim & Chang, Korean counsel for
Holdings, the Borrower and Fairchild Korea, substantially to the effect set
forth in Exhibit J-2, and (iii) each other local counsel listed on Schedule
4.02(a), substantially to the effect set forth in Exhibit J-3, in each case (A)
dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative
Agent and the Lenders, and (C) covering such other matters relating to the Loan
Documents and the Transactions as the Administrative Agent shall reasonably
request, and Holdings and the Borrower hereby request such counsel to deliver
such opinions.
(b) All legal matters incident to this Agreement, the Borrowings and
extensions of credit hereunder and the other Loan Documents shall be
satisfactory to the Lenders, to the Issuing Bank and to the Administrative
Agent.
(c) The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation, including all amendments thereto, of
each Loan Party, certified as of a recent date by the Secretary of State of the
state of its organization, and a certificate as to the good standing of each
Loan Party as of a recent date, from such Secretary of State; (ii) a certificate
of the Secretary or Assistant Secretary of each Loan Party dated the Closing
Date and certifying (A) that attached thereto is a true and complete copy of the
by-laws of such Loan Party as in effect on the Closing Date and at all times
since a date prior to the date of the resolutions described in clause (B) below,
(B) that attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors of such Loan Party authorizing the execution,
delivery and performance of the Loan Documents to which such person is a party
and, in the case of the Borrower, the borrowings hereunder, and that such
resolutions have not been modified, rescinded or amended and are in full force
and effect, (C) that the certificate or articles of incorporation of such Loan
Party have not been amended since the date of the last amendment thereto shown
on the certificate of good standing furnished pursuant to clause (i) above, and
(D) as to the incumbency and specimen signature of each officer executing any
Loan Document or any other document delivered in connection herewith on behalf
of such Loan Party; (iii) a certificate of another officer as to the incumbency
and specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to (ii) above; and (iv) such other documents as the
Lenders, the Issuing Bank or the Administrative Agent may reasonably request.
(d) The Administrative Agent shall have received a certificate, dated
the Closing Date and signed by a Financial Officer of the Borrower, confirming
compliance with the conditions precedent set forth in paragraphs (b) and (c) of
Section 4.01.
(e) The Administrative Agent shall have received all Fees and other
amounts due and payable on or prior to the Closing Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower hereunder or under any other Loan
Document.
(f) The Pledge Agreement shall have been duly executed by the parties
thereto and delivered to the Collateral Agent and shall be in full force and
effect, and all the outstanding capital stock of the Borrower and the
Subsidiaries shall have been duly and validly pledged thereunder to the
Collateral Agent for the ratable benefit of the Secured Parties and certificates
representing such
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shares, accompanied by instruments of transfer and stock powers endorsed in
blank, shall be in the actual possession of the Collateral Agent; provided that
to the extent to do so would cause adverse tax consequences to the Borrower, (i)
neither the Borrower nor any Domestic Subsidiary shall be required to pledge
more than 65% of the voting stock of any Foreign Subsidiary and (ii) no Foreign
Subsidiary shall be required to pledge the capital stock of any of its Foreign
Subsidiaries.
(g) The Security Agreement shall have been duly executed by the Loan
Parties party thereto and shall have been delivered to the Collateral Agent and
shall be in full force and effect on such date and each document (including each
Uniform Commercial Code financing statement) required by law or reasonably
requested by the Administrative Agent to be filed, registered or recorded in
order to create in favor of the Collateral Agent for the benefit of the Secured
Parties a valid, legal and perfected first-priority security interest in and
lien on the Collateral (subject to any Lien expressly permitted by Section 6.02)
described in such agreement shall have been delivered to the Collateral Agent.
(h) The Collateral Agent shall have received the results of a search of
the Uniform Commercial Code filings (or equivalent filings) made with respect to
the Loan Parties in the states (or other jurisdictions) in which the chief
executive office of each such person is located, any offices of such persons in
which records have been kept relating to accounts and the other jurisdictions in
which Uniform Commercial Code filings (or equivalent filings) are to be made
pursuant to the preceding paragraph, together with copies of the financing
statements (or similar documents) disclosed by such search, and accompanied by
evidence satisfactory to the Collateral Agent that the Liens indicated in any
such financing statement (or similar document) would be permitted under Section
6.02 or have been released.
(i) The Collateral Agent shall have received a Perfection Certificate
with respect to the Loan Parties dated the Closing Date and duly executed by a
Responsible Officer of the Borrower.
(j)(i) Each of the Security Documents, in form and substance
satisfactory to the Lenders, relating to each of the Mortgaged Properties shall
have been duly executed by the parties thereto and delivered to the Collateral
Agent and shall be in full force and effect, (ii) each of such Mortgaged
Properties shall not be subject to any Lien other than those permitted under
Section 6.02, (iii) each of such Security Documents shall have been filed and
recorded in the recording office as specified on Schedule 3.19(d) (or a lender's
title insurance policy, in form and substance acceptable to the Collateral
Agent, insuring such Security Document as a first lien on such Mortgaged
Property (subject to any Lien permitted by Section 6.02) shall have been
received by the Collateral Agent) and, in connection therewith, the Collateral
Agent shall have received evidence satisfactory to it of each such filing and
recordation and (iv) the Collateral Agent shall have received such other
documents, including a policy or policies of title insurance issued by a
nationally recognized title insurance company, together with such endorsements,
coinsurance and reinsurance as may be requested by the Collateral Agent and the
Lenders, insuring the Mortgages as valid first liens on the Mortgaged
Properties, free of Liens other than those permitted under Section 6.02,
together with such surveys, abstracts, appraisals and legal opinions required to
be furnished pursuant to the terms of the Mortgages or as reasonably requested
by the Collateral Agent or the Lenders.
(k) Each of the Parent Guarantee Agreement, the Subsidiary Guarantee
Agreement and the Indemnity, Subrogation and Contribution Agreement shall have
been duly executed by the parties thereto, shall have been delivered to the
Collateral Agent and shall be in full force and effect.
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(l) The Administrative Agent shall have received a copy of, or a
certificate as to coverage under, the insurance policies required by Section
5.02 and the applicable provisions of the Security Documents, each of which
shall be endorsed or otherwise amended to include a "standard" or "New York"
lender's loss payable endorsement and to name the Collateral Agent as additional
insured, in form and substance satisfactory to the Administrative Agent.
(m) After giving effect to the Transactions, the PD Business shall for
the twelve-month period ended December 31, 1998, have minimum pro forma
Consolidated EBITDA of $115,000,000, calculated on a pro forma basis in
compliance with Regulation S-X under the Securities Act after giving effect to
the Acquisition and the addition and subtraction of expenses reasonably
acceptable to the Administrative Agent so as to reflect the continuing
operations of the PD Business apart from Samsung.
(n) The Transactions (other than the issuance of the Fairchild Korea
Bond and the making of the Fairchild Korea Acquisition Loan) shall have been
consummated or shall be consummated simultaneously on the Closing Date, in each
case in all material respects in accordance with the terms hereof and the terms
of the Transaction Documents (and without the waiver of any such terms not
approved by the Administrative Agent (such approval not to be unreasonably
withheld)).
(o) The New Senior Subordinated Notes shall be issued in the form
required by the terms of the New Senior Subordinated Note Indenture.
(p) The Agent shall have received a certificate reasonably satisfactory
in all respects to the Agent from the chief financial officer of Holdings to the
effect that, after giving effect to the Transactions, Holdings and its
subsidiaries (taken as a whole) will not (i) be insolvent, (ii) be rendered
insolvent by the indebtedness incurred in connection therewith, (iii) be left
with unreasonably small capital with which to engage in their business or (iv)
have incurred debts beyond their ability to pay such debts as they mature.
(q) After giving effect to the Transactions and the other transactions
contemplated hereby, neither Holdings nor any of its Subsidiaries shall have
outstanding any Indebtedness or preferred stock other than (i) the Loans and
extensions of credit hereunder, (ii) the New Senior Subordinated Notes, (iii)
the Holdings Subordinated Note, (iv) the Holdings Series A Preferred Stock, (v)
the Seller Note and (vi) Indebtedness listed on Schedule 6.01.
ARTICLE V
Affirmative Covenants
Each of Holdings and the Borrower covenants and agrees with each Lender
that so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document shall have
been paid in full and all Letters of Credit have been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full, unless the
Required Lenders
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shall otherwise consent in writing, each of Holdings and the Borrower will, and
will cause each of its Subsidiaries to:
SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause to
be done all things necessary to preserve, renew and keep in full force and
effect its legal existence, except as otherwise expressly permitted under
Section 6.05.
(b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated; comply
in all material respects with all applicable laws, rules, regulations (including
any zoning, building, Environmental Law, ordinance, code or approval or any
building permits or any restrictions of record or agreements affecting the
Mortgaged Properties) and decrees and orders of any Governmental Authority,
whether now in effect or hereafter enacted, except where the failure to comply
could not reasonably be expected to have a Material Adverse Effect; and at all
times maintain and preserve all property material to the conduct of such
business and keep such property in good repair, working order and condition and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times provided, however, that nothing in this Section 5.01(b) shall
prevent (i) sales of assets, consolidations or mergers by or involving Holdings,
the Borrower or any of their respective Subsidiaries in accordance with Section
6.05, (ii) the withdrawal by Holdings, the Borrower or any of their respective
Subsidiaries of their qualification as a foreign corporation in any jurisdiction
where such withdrawal could not reasonably be expected to have a Material
Adverse Effect or (iii) the abandonment by Holdings, the Borrower or any of
their respective Subsidiaries of any rights, franchises, licenses and patents
that the Borrower reasonably determines are not useful to its business.
SECTION 5.02. Insurance. (a) Keep its insurable properties adequately
insured at all times by financially sound and reputable insurers; maintain such
other insurance, to such extent and against such risks, including fire and other
risks insured against by extended coverage, as is customary with companies in
the same or similar businesses operating in the same or similar locations,
including public liability insurance against claims for personal injury or death
or property damage occurring upon, in, about or in connection with the use of
any properties owned, occupied or controlled by it; and maintain such other
insurance as may be required by law.
(b) Cause all such policies covering any Collateral to be endorsed or
otherwise amended to include a "standard" or "New York" lender's loss payable
endorsement, in form and substance satisfactory to the Administrative Agent and
the Collateral Agent, which endorsement shall provide that, from and after the
Closing Date, if the insurance carrier shall have received written notice from
the Administrative Agent or the Collateral Agent of the occurrence of an Event
of Default which is continuing, the insurance carrier shall pay all proceeds
otherwise payable to the Borrower or the Loan Parties under such policies
directly to the Collateral Agent; cause all such policies to provide that
neither the Borrower, the Administrative Agent, the Collateral Agent nor any
other party shall be a coinsurer thereunder and to contain a "Replacement Cost
Endorsement", without any deduction for depreciation, and such other provisions
as the Administrative Agent or the Collateral Agent may reasonably require from
time to time to protect their interests; deliver original or certified copies of
all such policies to the Collateral Agent; cause each such policy to provide
that it shall not be
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canceled, modified or not renewed (i) by reason of nonpayment of premium upon
not less than 10 days' prior written notice thereof by the insurer to the
Administrative Agent and the Collateral Agent (giving the Administrative Agent
and the Collateral Agent the right to cure defaults in the payment of premiums)
or (ii) for any other reason upon not less than 30 days' prior written notice
thereof by the insurer to the Administrative Agent and the Collateral Agent;
deliver to the Administrative Agent and the Collateral Agent, prior to the
cancellation, material modification or nonrenewal of any such policy of
insurance, a copy of a renewal or replacement policy (or other evidence of
renewal of a policy previously delivered to the Administrative Agent and the
Collateral Agent) together with evidence satisfactory to the Administrative
Agent and the Collateral Agent of payment of the premium therefor.
(c) If at any time the area in which the Premises (as defined in the
Mortgages) are located is designated (i) a "flood hazard area" in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any
successor agency), obtain flood insurance in such total amount as the
Administrative Agent, the Collateral Agent or the Required Lenders may from time
to time require, and otherwise comply with the National Flood Insurance Program
as set forth in the Flood Disaster Protection Act of 1973, as it may be amended
from time to time, or (ii) a "Zone 1" area, obtain earthquake insurance in such
total amount as the Administrative Agent, the Collateral Agent or the Required
Lenders may from time to time require.
(d) With respect to any Mortgaged Property, carry and maintain
comprehensive general liability insurance including the "broad form CGL
endorsement" and coverage on an occurrence basis against claims made for
personal injury (including bodily injury, death and property damage) and
comprehensive umbrella liability insurance, in no event for a combined single
limit of less than $25,000,000, naming the Collateral Agent as an additional
insured, on forms satisfactory to the Collateral Agent.
(e) Notify the Administrative Agent and the Collateral Agent
immediately whenever any separate insurance concurrent in form or contributing
in the event of loss with that required to be maintained under this Section 5.02
is taken out by the Borrower; and promptly deliver to the Administrative Agent
and the Collateral Agent a duplicate original copy of such policy or policies.
SECTION 5.03. Obligations and Taxes. Pay its Indebtedness and other
obligations promptly and in accordance with their terms and pay and discharge
promptly when due all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or in respect of its property,
before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise that, if unpaid, might
give rise to a Lien upon such properties or any part thereof; provided, however,
that such payment and discharge shall not be required with respect to any such
tax, assessment, charge, levy or claim so long as the validity or amount thereof
shall be contested in good faith by appropriate proceedings and the Borrower
shall have set aside on its books adequate reserves with respect thereto in
accordance with GAAP and such contest operates to suspend collection of the
contested obligation, tax, assessment or charge and enforcement of a Lien and,
in the case of a Mortgaged Property, there is no risk of forfeiture of such
property.
SECTION 5.04. Financial Statements, Reports, etc. In the case of
Holdings and the Borrower, furnish to the Administrative Agent and each Lender:
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(a) within 90 days after the end of each fiscal year, its
consolidated and consolidating balance sheet and related statements of
income and cash flows showing the financial condition of each of
Holdings and the Borrower and their respective consolidated
Subsidiaries as of the close of such fiscal year and the results of its
operations and the operations of such Subsidiaries during such year,
all audited by KPMG Peat Marwick LLP or other independent public
accountants of recognized national standing and accompanied by an
opinion of such accountants (which shall not be qualified in any
material respect) to the effect that such consolidated financial
statements fairly present the financial condition and results of
operations of each of Holdings and the Borrower and their respective
consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied;
(b) within 45 days after the end of each of the first three
fiscal quarters of each fiscal year, its consolidated and consolidating
balance sheet and related statements of income and cash flows showing
the financial condition of each of Holdings and the Borrower and their
respective consolidated Subsidiaries as of the close of such fiscal
quarter and the results of its operations and the operations of such
Subsidiaries during such fiscal quarter and the then elapsed portion of
the fiscal year, all certified by one of its Financial Officers as
fairly presenting the financial condition and results of operations of
each of Holdings and the Borrower and their respective consolidated
Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments;
(c) within 30 days after the end of the first two fiscal
months of each fiscal quarter, its consolidated balance sheet and
related statements of income and cash flows showing the financial
condition of Holdings and its consolidated Subsidiaries (which
statements shall contain a footnote providing the total consolidated
interest expense of the Borrower and its consolidated Subsidiaries)
during such fiscal month and the then elapsed portion of the fiscal
year, all certified by one of its Financial Officers as fairly
presenting the financial condition and results of operations of each of
Holdings and the Borrower and their respective consolidated
Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments;
(d) (i) concurrently with any delivery of financial statements
under sub-paragraph (a), (b) or (c) above, a certificate of a Financial
Officer opining on or certifying such statements certifying that no
Event of Default or Default has occurred or, if such an Event of
Default or Default has occurred, specifying the nature and extent
thereof and any corrective action taken or proposed to be taken with
respect thereto, (ii) concurrently with any delivery of financial
statements under sub-paragraph (a) or (b) above, a certificate of a
Financial Officer opining on or certifying such statements setting
forth computations in reasonable detail satisfactory to the
Administrative Agent demonstrating compliance with the covenants
contained in Sections 6.08, 6.09, 6.10 and 6.11 and, in the case of
paragraph (a) above, setting forth Holdings' calculation of Excess Cash
Flow and (iii) in the case of paragraph (a) above, a report of the
accounting firm opining on or certifying such financial statements
stating that in the course of its regular audit of the financial
statements of Holdings, the Borrower and their respective Subsidiaries,
which audit was conducted in accordance with GAAP, such accounting firm
obtained no knowledge that any Event of Default or Default has occurred
or, if in the opinion of such accounting firm such an Event of Default
or Default has occurred, specifying the nature and extent thereof;
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(e) promptly after the same become publicly available, copies
of all periodic and other reports, proxy statements and other materials
filed by Holdings or any Subsidiary with the Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities
exchange, or distributed to holders of its Indebtedness pursuant to the
terms of the documentation governing such Indebtedness (or any trustee,
agent or other representative therefor), as the case may be;
(f) promptly after the receipt thereof by Holdings, the
Borrower or any of their respective Subsidiaries, a copy of any
"management letter" received by any such person from its certified
public accountants and the management's responses thereto;
(g) no later than 30 days following the first day of each
fiscal year of Holdings, a budget in form reasonably satisfactory to
the Administrative Agent (including budgeted statements of income by
each of the Borrower's business units and sources and uses of cash and
balance sheets) prepared by Holdings for (i) each of the four quarters
of such fiscal year prepared in detail and (ii) each of the five years
immediately following such fiscal year prepared in summary form, in
each case, of Holdings and its Subsidiaries, accompanied by the
statement of a Financial Officer of Holdings to the effect that the
budget is a reasonable estimate for the period covered thereby.
(h) promptly, from time to time, such other information
regarding the operations, business affairs and financial condition of
Holdings, the Borrower or any Subsidiary, or compliance with the terms
of any Loan Document, as the Administrative Agent or any Lender may
reasonably request.
SECTION 5.05. Litigation and Other Notices. Furnish to the
Administrative Agent, the Issuing Bank and each Lender prompt written notice of
the following:
(a) any Event of Default or Default, specifying the nature and
extent thereof and the corrective action (if any) taken or proposed to
be taken with respect thereto;
(b) the filing or commencement of, or any threat or notice of
intention of any person to file or commence, any action, suit or
proceeding, whether at law or in equity or by or before any
Governmental Authority, against the Borrower or any Affiliate thereof
that could reasonably be expected to result in a Material Adverse
Effect; and
(c) any development that has resulted in, or could reasonably
be expected to result in, a Material Adverse Effect.
SECTION 5.06. Employee Benefits. (a) Comply in all material respects
with the applicable provisions of ERISA and the Code and (b) furnish to the
Administrative Agent (i) as soon as possible after, and in any event within 10
days after any Responsible Officer of Holdings or any ERISA Affiliate knows or
has reason to know that, any ERISA Event has occurred that, alone or together
with any other ERISA Event could reasonably be expected to result in liability
of Holdings in an aggregate amount exceeding $200,000, a statement of a
Financial Officer of Holdings setting forth details as to such ERISA Event and
the action, if any, that Holdings proposes to take with respect thereto.
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SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all requirements of law are made of
all dealings and transactions in relation to its business and activities. Each
Loan Party will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender to visit
and inspect the financial records and the properties of Holdings, the Borrower
or any Subsidiary at reasonable times and as often as reasonably requested and
to make extracts from and copies of such financial records, and permit any
representatives designated by the Administrative Agent or any Lender to discuss
the affairs, finances and condition of Holdings, the Borrower or any Subsidiary
with the officers thereof and independent accountants therefor.
SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and
request the issuance of Letters of Credit only for the purposes set forth in the
preamble to this Agreement.
SECTION 5.09. Compliance with Environmental Laws. Comply, and cause all
lessees and other persons occupying its Properties to comply, in all material
respects with all Environmental Laws and Environmental Permits applicable to its
operations and Properties; obtain and renew all material Environmental Permits
necessary for its operations and Properties; and conduct any Remedial Action in
accordance with Environmental Laws; provided, however, that none of Holdings,
the Borrower or any of the Subsidiaries shall be required to undertake any
Remedial Action required by Environmental Laws to the extent that its obligation
to do so is being contested in good faith and by proper proceedings and
appropriate reserves are being maintained with respect to such circumstances in
accordance with GAAP.
SECTION 5.10. Preparation of Environmental Reports. If a Default caused
by reason of a breach of Section 3.17 or 5.09 shall have occurred and be
continuing for more than 20 days without the Borrower or its Subsidiaries
commencing activities reasonably likely to cure such Default, at the written
request of the Required Lenders through the Administrative Agent, provide to the
Lenders within 45 days after such request, at the expense of the Borrower, an
environmental site assessment report regarding the matters which are the subject
of such default prepared by an environmental consulting firm reasonably
acceptable to the Administrative Agent and indicating the presence or absence of
Hazardous Materials and the estimated cost of any compliance or Remedial Action
in connection with such Default.
SECTION 5.11. Further Assurances. Execute any and all further
documents, financing statements, agreements and instruments, and take all
further action (including filing Uniform Commercial Code and other financing
statements, mortgages and deeds of trust) that may be required under applicable
law, or that the Required Lenders, the Administrative Agent or the Collateral
Agent may reasonably request, in order to effectuate the transactions
contemplated by the Loan Documents and in order to grant, preserve, protect and
perfect the validity and first priority of the security interests created or
intended to be created by the Security Documents. Holdings will cause any
subsequently acquired or organized Domestic Subsidiary to execute a Subsidiary
Guarantee Agreement, Indemnity Subrogation and Contribution Agreement and each
applicable Security Document in favor of the Collateral Agent. In addition, from
time to time, the Borrower will, at its cost and expense, promptly secure the
Obligations by pledging or creating, or causing to be pledged or created,
perfected security interests with respect to such of its assets and properties
as the Administrative Agent or the Required Lenders shall designate, including
the Mountain View Property if the sale thereof has not been consummated by the
ninetieth day after the Closing Date (it being understood that it is the intent
of the parties that the Obligations shall be secured by, among
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other things, substantially all the assets of Holdings, the Borrower and the
Subsidiaries (including real and other properties acquired subsequent to the
Closing Date)). Such security interests and Liens will be created under the
Security Documents and other security agreements, mortgages, deeds of trust and
other instruments and documents in form and substance satisfactory to the
Collateral Agent, and Holdings or the Borrower shall deliver or cause to be
delivered to the Lenders all such instruments and documents (including legal
opinions, title insurance policies and lien searches) as the Collateral Agent
shall reasonably request to evidence compliance with this Section. The Borrower
agrees to provide such evidence as the Collateral Agent shall reasonably request
as to the perfection and priority status of each such security interest and
Lien.
SECTION 5.12. Interest Rate Protection. No later than the 60th day
after the Closing Date, the Borrower shall enter into, and for a minimum of two
years thereafter maintain, Interest Rate Protection Agreements acceptable to the
Administrative Agent that results in at least 50% of the aggregate principal
amount of the Borrower's Consolidated Indebtedness being effectively subject to
a fixed or maximum interest rate acceptable to the Administrative Agent.
SECTION 5.13. Fiscal Year Change. With respect to Holdings and the
Borrower, take all action necessary to change the fiscal year-end of each
thereof to the Sunday on or immediately preceding December 31 of each year, such
change to become effective as of December 31, 1999.
SECTION 5.14. Fairchild Korea Transactions. (a) Make the Fairchild
Korea Acquisition Loan to Fairchild Korea and cause Fairchild Korea to issue the
Fairchild Korea Bond to the Borrower, in each case as soon as is permissible
under the laws of the Republic of Korea, but in no event later than April 17,
1999, and (b) deliver to the Administrative Agent copies of the Fairchild Korea
Loan Agreement and the Fairchild Korea Bond, each certified by a Responsible
Officer to be true and correct, promptly following the execution and delivery
thereof.
SECTION 5.15. Korean Stock. Cause Fairchild California to deliver the
Fairchild Korea Stock to the Collateral Agent as soon as is permissible under
the laws of the Republic of Korea.
SECTION 5.16. Survey of Utah Mortgaged Property. In the case of the
Borrower, no later than 90 days after the Closing Date, deliver to the
Collateral Agent a revised survey of the Mortgaged Property located in the State
of Utah, certified to the Lenders on which each call in the metes and bounds
description which is printed on the survey of the Utah Mortgaged Property
previously delivered to the Collateral Agent is set forth next to that portion
of the perimeter description to which it relates and which is otherwise
reasonably acceptable to the Collateral Agent.
SECTION 5.17. VAT Refund. With respect to any VAT Amount, diligently
pursue a refund thereof from the applicable Korean taxing authority as promptly
as practicable after any such payment is made by Fairchild Korea.
SECTION 5.18. Zoning. Within 90 days after the Closing Date furnish the
Collateral Agent with one of the following: (i) written confirmation from the
applicable zoning commission or other appropriate Governmental Authority stating
that with respect to each Mortgaged Property as built it complies with existing
land use and zoning ordinances, regulations and restrictions applicable to such
property, (ii) an opinion from local counsel reasonably acceptable to the
Administrative Agent to the same effect as the written confirmation contemplated
by clause (i) above, or (iii) a zoning endorsement satisfactory to the
Administrative Agent in connection with the Collateral Agent's mortgagee title
insurance policy of such Mortgaged Property.
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ARTICLE VI
Negative Covenants
Each of Holdings and the Borrower covenants and agrees with each Lender
that, so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document have been paid
in full and all Letters of Credit have been cancelled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, neither Holdings nor the Borrower
will, nor will they cause or permit any of their respective Subsidiaries to:
SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist
any Indebtedness, except:
(a) Indebtedness incurred pursuant to this Agreement and the
other Loan Documents;
(b) Indebtedness of the Borrower pursuant to the New Senior
Subordinated Notes in an aggregate principal amount not to exceed
$300,000,000 less the aggregate amount of all repayments of New Senior
Subordinated Notes effected after the Closing Date;
(c) Indebtedness actually outstanding on the Closing Date and
listed on Schedule 6.01, but not any refinancings or renewals thereof;
provided that Capital Lease Obligations assumed in connection with the
Acquisition and set forth on Schedule 6.01 may be refinanced or renewed
so long as (i) such refinanced Capital Lease Obligations are in an
aggregate principal amount not greater than the aggregate principal
amount of the Capital Lease Obligations being renewed or refinanced,
plus the amount of any premiums required to be paid thereon and fees
and expenses associated therewith, (ii) such refinanced Capital Lease
Obligations have a later or equal final maturity and longer or equal
weighted average life than the Capital Lease Obligations being renewed
or refinanced and (iii) the covenants, events of default and other
provisions thereof (including any guarantees thereof) shall be, in the
aggregate, no less favorable to the Lenders than those contained in the
Capital Lease Obligations being renewed or refinanced;
(d) Indebtedness under Interest Rate Protection Agreements
entered into in compliance with Section 5.12, and such other
non-speculative Interest Rate Protection Agreements which may be
entered into from time to time by the Borrower and which the Borrower
in good faith believes will provide protection against fluctuations in
interest rates with respect to floating rate Indebtedness then
outstanding, and permitted to remain outstanding, pursuant to the other
provisions of this Section 6.01;
(e) Indebtedness evidenced by Capital Lease Obligations to the
extent permitted pursuant to Section 6.08; provided that in no event
shall the aggregate principal amount of Capital Lease Obligations
permitted by this paragraph (e) exceed $10,000,000 at any time
outstanding;
<PAGE> 70
65
(f) Indebtedness subject to Liens permitted under Section
6.02(f), so long as the outstanding amount of such Indebtedness does
not exceed the amount provided in said Section 6.02(f);
(g) intercompany Indebtedness of the Borrower and its
Subsidiaries outstanding to the extent permitted by Section 6.04(f),
(g) and (j);
(h) in addition to any Indebtedness permitted by the preceding
paragraph (g), Indebtedness of any Wholly Owned Subsidiary to the
Borrower or another Wholly Owned Subsidiary constituting the purchase
price in respect of intercompany transfers of goods and services made
in the ordinary course of business to the extent not constituting
Indebtedness for borrowed money;
(i) Indebtedness under performance bonds, letter of credit
obligations to provide security for worker's compensation claims and
bank overdrafts, in each case incurred in the ordinary course of
business; provided that any obligations arising in connection with such
bank overdraft Indebtedness is extinguished within five Business Days;
(j) Indebtedness evidenced by Other Hedging Agreements entered
into pursuant to Section 6.04(e);
(k) Indebtedness incurred by Foreign Subsidiaries from time to
time after the Closing Date so long as the aggregate principal amount
of all Indebtedness (including trade letters of credit) incurred
pursuant to this paragraph (k) at any time outstanding does not exceed
the excess of (x) $30,000,000 over (y) the aggregate principal amount
of all Indebtedness (including trade letters of credit) of Foreign
Subsidiaries then outstanding pursuant to paragraph (c) of this Section
6.01, with no more than $15,000,000 of the Indebtedness permitted
pursuant to this paragraph (k) directly or indirectly guaranteed by
Holdings, the Borrower, or any Domestic Subsidiaries of Holdings or the
Borrower;
(l) Indebtedness of Holdings constituting junior subordinated
debentures issued in exchange for the Holdings Series A Preferred Stock
pursuant to the terms of such Holdings Series A Preferred Stock
("Holdings Junior Subordinated Debentures"), so long as (i) the
Leverage Ratio for purposes of determining the Applicable Percentage
shall be in Category 6 both before and after giving effect to the
incurrence of such Indebtedness, (ii) such Indebtedness shall in no
event be incurred to exchange in the aggregate more than 50% of the
Holdings Series A Preferred Stock issued on or prior to the Closing
Date and (iii) the Holdings Junior Subordinated Debentures shall be in
the form provided in the certificate of incorporation of Holdings as in
effect on the Closing Date;
(m) Indebtedness of Holdings pursuant to the Holdings
Subordinated Note; and
(n) additional Indebtedness of the Borrower and its
Subsidiaries to the extent not permitted by the foregoing clauses of
this Section 6.01 not to exceed $20,000,000 in aggregate principal
amount at any time outstanding.
<PAGE> 71
66
SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien
on any property or assets (including stock or other securities of any person,
including any Subsidiary) now owned or hereafter acquired by it or on any income
or revenues or rights in respect of any thereof, except:
(a) inchoate Liens for taxes, assessments or governmental
charges or levies not yet due and payable or Liens for taxes,
assessments or governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves have
been established in accordance with GAAP in the United States (or the
equivalent thereof in any country in which a Foreign Subsidiary is
doing business, as applicable);
(b) Liens in respect of property or assets of the Borrower or
any of its Subsidiaries imposed by law, which were incurred in the
ordinary course of business and do not secure Indebtedness for borrowed
money, such as carriers', warehousemen's, materialmen's, landlord's and
mechanics' liens and other similar Liens arising in the ordinary course
of business, and (i) which do not in the aggregate materially detract
from the value of the property or assets of Holdings and its
Subsidiaries, taken as a whole, or the Borrower and do not materially
impair the use thereof in the operation of the business of Holdings and
its Subsidiaries, taken as a whole, or the Borrower, or (ii) which are
being contested in good faith by appropriate proceedings, which
proceedings (or orders entered in connection with such proceedings)
have the effect of preventing the forfeiture or sale of the property or
assets subject to any such Lien;
(c) Liens in existence on the Closing Date and set forth on
Schedule 6.02 (including Liens set out on any applicable title
insurance policy on the Closing Date); provided that (i) the aggregate
principal amount of the Indebtedness, if any, secured by such Liens
does not increase and (ii) such Liens do not encumber any additional
assets or properties of Holdings or any of its Subsidiaries;
(d) Liens created pursuant to the Security Documents;
(e) Liens upon assets of the Borrower and its Subsidiaries
subject to Capital Lease Obligations to the extent permitted by Section
6.01; provided that (i) such Liens only serve to secure the payment of
Indebtedness arising under such Capital Lease Obligation and (ii) the
Lien encumbering the asset giving rise to the Capital Lease Obligation
does not encumber any other asset (other than proceeds thereof) of the
Borrower or any Subsidiary of the Borrower;
(f) Liens placed upon assets used in the ordinary course of
business of the Borrower or any of its Subsidiaries at the time of
acquisition thereof by the Borrower or any such Subsidiary or within 90
days thereafter to secure Indebtedness incurred to pay all or a portion
of the purchase price thereof; provided that (i) the aggregate
outstanding principal amount of all Indebtedness secured by Liens
permitted by this paragraph (f) shall not at any time exceed
$10,000,000 and (ii) in all events, the Lien encumbering the assets so
acquired does not encumber any other asset (other than proceeds
thereof) of the Borrower or such Subsidiary;
(g) easements, rights-of-way, restrictions (including zoning
restrictions), covenants encroachments, protrusions and other similar
charges or encumbrances, and minor title deficiencies, in each case
whether now or hereafter in existence, not securing Indebtedness
<PAGE> 72
67
and not materially interfering with the conduct of the business of
Holdings and its Subsidiaries taken as a whole or the Borrower;
(h) Liens arising out of judgments or awards in respect of
which the Borrower or any of its Subsidiaries shall in good faith be
prosecuting an appeal or proceedings for review in respect of which
there shall be secured a subsisting stay of execution pending
such appeal or proceedings; provided that the aggregate amount of all
such judgments or awards (and any cash and the fair market value of any
property subject to such Liens) does not exceed $3,000,000 at any time
outstanding;
(i) Liens (other than any Lien imposed by ERISA) (i) incurred
or deposits made in the ordinary course of business in connection with
workers' compensation, unemployment insurance and other types of social
security, (ii) to secure the performance of tenders, statutory
obligations (other than excise taxes), surety, stay, customs and appeal
bonds, statutory bonds, bids, leases, government contracts, trade
contracts, performance and return of money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed
money) or (iii) arising by virtue of deposits made in the ordinary
course of business to secure liability for premiums to insurance
carriers; provided that the aggregate amount of deposits at any time
pursuant to clause (ii) and clause (iii) shall not exceed $1,000,000 in
the aggregate;
(j) any interest or title of a lessor, sublessor, licensee or
licensor under any lease or license agreement permitted by this
Agreement;
(k) Liens in favor of customs and revenue authorities arising
as a matter of law to secure the payment of customs duties in
connection with the importation of goods;
(l) Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into
by the Borrower or any of its Subsidiaries in the ordinary course of
business in accordance with the past practices of the Borrower and its
Subsidiaries;
(m) Liens on assets of Foreign Subsidiaries; provided that (i)
such Liens do not extend to, or encumber, assets which constitute
Collateral or the capital stock of the Borrower or any of its
Subsidiaries, (ii) such Liens extending to the assets of any Foreign
Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary
pursuant to Section 6.01(k) and (iii) in the case of Fairchild Korea
and its subsidiaries, such Liens do not apply to any of the property,
plant or equipment or such persons; and
(n) Liens not otherwise permitted by the foregoing paragraphs
(a) through (m) to the extent attaching to properties and assets with
an aggregate fair value not in excess of, and securing liabilities not
in excess of, $10,000,000 in the aggregate at any time outstanding.
SECTION 6.03. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred unless (i) the sale of such
property is permitted by Section
<PAGE> 73
68
6.05 and (ii) any Liens arising in connection with its use of such property are
permitted by Section 6.02(e).
SECTION 6.04. Investments, Loans and Advances. Directly or indirectly,
lend money or credit or make advances to any person, or purchase or acquire any
stock, obligations or securities of, or any other interest in, or make any
capital contribution to, any other person, or purchase or own a futures contract
or otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, except that
the following shall be permitted:
(a) the Borrower and its Subsidiaries may acquire and hold
accounts receivables owing to any of them;
(b) the Borrower and its Subsidiaries may make loans and
advances in the ordinary course of business to their respective
employees so long as the aggregate principal amount thereof at any time
outstanding (determined without regard to any write-downs or write-offs
of such loans and advances) shall not exceed $5,000,000;
(c) the Borrower may enter into Interest Rate Protection
Agreements to the extent permitted in Section 6.01(d);
(d) Holdings, the Borrower and the Subsidiaries may consummate
the Transactions;
(e) the Borrower may enter into and perform its obligations
under Other Hedging Agreements entered into in the ordinary course of
business and so long as any such Other Hedging Agreement is not
speculative in nature and is (i) related to income derived from foreign
operations of the Borrower or any Subsidiary or otherwise related to
purchases permitted hereunder from foreign suppliers or (ii) entered
into to protect the Borrower and/or its Subsidiaries against
fluctuations in the prices of raw materials used in their businesses;
(f) any Wholly Owned Subsidiary may make intercompany loans to
the Borrower or any Wholly Owned Subsidiary and the Borrower may make
intercompany loans and advances to any Wholly Owned Subsidiary;
provided that any promissory notes evidencing such intercompany loans
shall be pledged (and delivered) by the Borrower or the respective
Domestic Wholly Owned Subsidiary that is the lender of such
intercompany loan as Collateral pursuant to the Pledge Agreement,
provided further that (i) neither the Borrower nor any Domestic
Subsidiaries of the Borrower may make loans to any Foreign Subsidiaries
of the Borrower pursuant to this paragraph (f) and (ii) any loans made
by any Foreign Subsidiaries to the Borrower or any of its Domestic
Subsidiaries pursuant to this paragraph (f) shall be subordinated to
the obligations of the Loan Parties pursuant to subordinated provisions
in substantially the form of Exhibit K;
(g) the Borrower may (i) make or cause to be made the
Fairchild California Contribution, (ii) purchase the Fairchild Korea
Bond, (iii) make the Fairchild Korea Loan and (iv) make the VAT Loan,
and Fairchild California may make the Fairchild Korea Investment;
<PAGE> 74
69
(h) the Borrower and its Subsidiaries may sell or transfer
amounts to the extent permitted by Section 6.05;
(i) the Borrower may establish Subsidiaries to the extent
permitted by Section 6.15;
(j) the Borrower and its Domestic Wholly Owned Subsidiaries
may make loans and advances to, or other investments in, Foreign
Subsidiaries of the Borrower so long as the aggregate amount of any
loans, advances or other investments at any time outstanding
(determined without regard to any write-downs or write-offs thereof)
pursuant to this paragraph (j) shall not exceed $30,000,000; and
(k) in addition to investments permitted by clauses (a)
through (j) above, the Borrower and its Subsidiaries may make
investments in Joint Ventures so long as the aggregate amount invested
pursuant to this paragraph (k) does not exceed $50,000,000 in the
aggregate.
SECTION 6.05. Mergers, Consolidations, Sales of Assets and
Acquisitions. Wind up, liquidate or dissolve its affairs or enter into any
transaction of merger or consolidation, or convey, sell, lease or otherwise
dispose of (or agree to do any of the foregoing at any future time) all or any
part of its property or assets, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials, equipment and
intangible assets in the ordinary course of business) of any person (or agree to
do any of the foregoing at any future time), except that:
(a) Capital Expenditures by the Borrower and its Subsidiaries
shall be permitted to the extent not in violation of Section 6.08;
(b) each of the Borrower and its Subsidiaries may (i) in the
ordinary course of business, sell, lease or otherwise dispose of any
assets which, in the reasonable judgment of such person, are obsolete,
worn out or otherwise no longer useful in the conduct of such person's
business, provided that any assets sold or otherwise disposed pursuant
to this clause (b)(i) shall be replaced with new assets performing
substantially the same function and (ii) subject to Section 2.13(b),
sell, lease or otherwise dispose of any assets, provided that the
aggregate consideration received in respect of all assets subject to
sales or other dispositions pursuant to this clause (b)(ii) shall not
exceed $10,000,000 in any four fiscal quarters of the Borrower;
(c) investments may be made to the extent permitted by Section
6.04;
(d) each of the Borrower and its Subsidiaries may lease (as
lessee) real or personal property in the ordinary course of business
(so long as any such lease does not create a Capital Lease Obligation
except to the extent permitted by Section 6.01);
(e) each of the Borrower and its Subsidiaries may make sales
or transfers of inventory in the ordinary course of business and
consistent with past practices (including without limitation sales or
transfers of inventory by the Borrower to its Subsidiaries);
(f) the Borrower and its Subsidiaries may sell or discount, in
each case without recourse and in the ordinary course of business,
overdue accounts receivable arising in the
<PAGE> 75
70
ordinary course of business, but only in connection with the compromise
or collection thereof consistent with customary industry practice (and
not as part of any bulk sale);
(g) licenses, cross-licenses or sublicenses by the Borrower
and its Subsidiaries of software, trademarks and other intellectual
property in the ordinary course of business and which do not materially
interfere with the business of Holdings and its Subsidiaries, taken as
a whole, or the Borrower shall be permitted;
(h) the Acquisition shall be permitted;
(i) the Borrower or any Domestic Wholly Owned Subsidiary of
the Borrower may transfer assets or lease to or acquire or lease assets
from the Borrower or any other Domestic Wholly Owned Subsidiary or any
Domestic Wholly Owned Subsidiary may be merged into the Borrower (as
long as the Borrower is the surviving corporation of such merger as a
Wholly Owned Subsidiary of) or any other Domestic Wholly Owned
Subsidiary of the Borrower;
(j) the Borrower and its Subsidiaries may incur Tools and
Molding Expenditures in an aggregate amount not to exceed $15,000,000
during any fiscal year; and
(k) the Borrower (or its Subsidiary that is the fee owner of
the Mountain View Property) shall be permitted to consummate the sale
of the Mountain View Property, so long as (i) such sale is for fair
market value (as determined in good faith by the Board of Directors of
the Borrower (or such Subsidiary)), (ii) such sale results in
consideration consisting of at least 85% (for this purpose, taking the
amount of cash and the fair market value of all noncash consideration,
as determined in good faith by the Borrower (or such Subsidiary)) cash,
(iii) such sale is consummated on or prior to the ninetieth day after
the Closing Date and (iv) there shall exist no Default or Event of
Default (both before and after giving effect thereto).
To the extent the Required Lenders waive the provisions of this Section 6.05
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 6.05, such Collateral (unless sold to Holdings or a
Subsidiary of Holdings) shall be sold free and clear of the Liens created by the
Security Documents, and the Administrative Agent and Collateral Agent shall be
authorized to take any actions deemed appropriate in order to effect the
foregoing.
SECTION 6.06. Dividends. Authorize, declare or pay any Dividends with
respect to Holdings or any of its Subsidiaries, except that:
(a) any Subsidiary of the Borrower (i) may pay cash Dividends
to the Borrower or any Wholly Owned Subsidiary of the Borrower and (ii)
if such Subsidiary is not a Wholly Owned Subsidiary, may pay cash
Dividends to its shareholders generally so long as the Borrower or its
respective Subsidiary which owns the equity interest or interests in
the Subsidiary paying such Dividends receives at least its
proportionate share thereof (based upon its relative holdings of equity
interests in the Subsidiary paying such Dividends and taking into
account the relative preferences, if any, of the various classes of
equity interests in such Subsidiary);
<PAGE> 76
71
(b) so long as there shall exist no Default or Event of
Default (both before and after giving effect to the payment thereof),
Holdings may repurchase outstanding shares of its common stock (or
options to purchase such common stock) following the death, disability,
retirement or termination of employment of employees, officers or
directors of Holdings or any of its Subsidiaries; provided that (i) all
amounts used to effect such repurchases are obtained by Holdings from a
substantially concurrent issuance of its common stock (or options to
purchase such common stock) to other employees, members of management,
executive officers or directors of Holdings or any of its Subsidiaries
or (ii) to the extent the proceeds used to effect any repurchase
pursuant to this clause (ii) are not obtained as described in preceding
clause (i), the aggregate amount of Dividends paid by Holdings pursuant
to this paragraph (b) (exclusive of amounts paid as described pursuant
to preceding clause (i)) shall not exceed $1,000,000 in any fiscal year
of Holdings; provided that, in the event that the maximum amount which
is permitted to be expended in respect of Dividends during any fiscal
year pursuant to this clause (b)(ii) is not fully expended during such
fiscal year, the maximum amount which may be expended during the
immediately succeeding fiscal year pursuant to this clause (b) (ii)
shall be increased by such unutilized amount;
(c) the Borrower may pay cash Dividends to Holdings for the
purpose of paying, so long as all proceeds thereof are promptly used by
Holdings to pay, its operating expenses incurred in the ordinary course
of business and other corporate overhead costs and expenses (including,
without limitation, legal and accounting expenses and similar
expenses); provided that the aggregate amount of Dividends paid by
Holdings pursuant to this clause (c) shall not exceed $750,000 in any
fiscal year of Holdings;
(d) the Borrower may pay cash Dividends to Holdings for the
purpose of paying, so long as all proceeds thereof are promptly used by
Holdings to pay, franchise taxes and Federal, state and local income
taxes and interest and penalties with respect thereto, if any, payable
by Holdings; provided that any refund shall be promptly returned by
Holdings to the Borrower;
(e) the Borrower may pay cash Dividends to Holdings for the
purpose of enabling Holdings to pay the Dividends referred to in clause
(b) above, so long as all proceeds thereof are promptly used by
Holdings to pay such Dividends; and
(f) the exchange of Holdings Junior Subordinated Debentures
for Holdings Series A Preferred Stock, to the extent permitted as
provided in Section 6.01(l), shall be permitted.
SECTION 6.07. Transactions with Affiliates. Enter into any transaction
or series of related transactions, whether or not in the ordinary course of
business, with any Affiliate of Holdings or any of its Subsidiaries, other than
in the ordinary course of business and on terms and conditions substantially as
favorable to Holdings or such Subsidiary as would reasonably be obtained by
Holdings or such Subsidiary at that time in a comparable arm's-length
transaction with a person other than an Affiliate, except that:
(a) Dividends may be paid to the extent provided in Section
6.06;
(b) loans may be made and other transactions may be entered
into between and among the Borrower, Holdings, the Subsidiaries and
their respective Affiliates to the extent permitted by Sections 6.01
and 6.04;
<PAGE> 77
72
(c) customary fees may be paid to non-officer directors of
Holdings;
(d) the Borrower may pay management fees to Holdings from time
to time in an amount not in excess of Holdings' compensation expenses
for its employees;
(e) Holdings and its Subsidiaries may enter into the Operating
Agreements; and
(f) the Acquisition shall be effected.
SECTION 6.08. Capital Expenditures. (a) Make any Capital Expenditures,
except that (i) during the period (taken as one accounting period) from January
1, 1999, through and including December 31, 1999, the Borrower and its
Subsidiaries may make Capital Expenditures in an aggregate amount not to exceed
$90,000,000, (ii) during each of the fiscal years ending on or about December
31, 2000 and December 31, 2001 (each such fiscal year taken as one accounting
period), the Borrower and its Subsidiaries may make Capital Expenditures in an
aggregate amount not to exceed $125,000,000, (iii) during the fiscal year ending
on or about December 31, 2002 (taken as one accounting period), the Borrower and
its Subsidiaries may make Capital Expenditures in an aggregate amount not to
exceed $130,000,000 and (iv) during each fiscal year thereafter (taken as one
accounting period), the Borrower and its Subsidiaries may make Capital
Expenditures in an aggregate amount not to exceed $135,000,000.
(b) Notwithstanding anything to the contrary contained in paragraph (a)
above, to the extent that the aggregate amount of Capital Expenditures made by
the Borrower and its Subsidiaries pursuant to Section 6.08(a) in any fiscal year
of the Borrower (or shorter period as set forth in Section 6.08(a)(i)) is less
than the amount permitted by Section 6.08(a) with respect to such fiscal year
(or shorter period), the amount of such difference, but in no case more than
$25,000,000, may be carried forward and used to make Capital Expenditures in the
immediately succeeding fiscal year (after the full amount of Capital
Expenditures otherwise permitted to be made under Section 6.08(a) in such fiscal
year, without regard to the provisions of this paragraph (b), have been made);
provided that amounts once carried forward to such succeeding fiscal year shall
lapse and terminate at the end of such fiscal year.
(c) In addition to the Capital Expenditures permitted pursuant to
preceding paragraphs (a) and (b), the Borrower and its Subsidiaries may make
additional Capital Expenditures consisting of the reinvestment of proceeds of
(i) Casualty Proceeds or Condemnation Proceeds not required to be applied to
prepay the Loans pursuant to Section 2.13(f) and (ii) the sale of the Mountain
View Property.
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73
SECTION 6.09. Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters, in each case taken as one accounting period, ended on the last day of
a fiscal quarter described below to be less than the amount set forth opposite
such fiscal quarter below:
<TABLE>
<CAPTION>
Fiscal Quarter Ended
in, or Closest to Ratio
<S> <C>
August 1999 through December 1999 2.25:1.0
March 2000 through September 2000 2.35:1.0
December 2000 through September 2001 2.75:1.0
December 2001 through September 2002 3.00:1.0
December 2002 through September 2003 3.25:1.0
December 2003 and thereafter 3.50:1.0
</TABLE>
SECTION 6.10. Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
fiscal quarters, in each case taken as one accounting period, ended on the last
day of any fiscal quarter set forth below to be less than the amount set forth
opposite such fiscal quarter below:
<TABLE>
<CAPTION>
Fiscal Quarter Ended
in, or Closest to Ratio
<S> <C>
August 1999 through September 2000 1.0:1.0
December 2000 through September 2001 1.1:1.0
December 2001 through September 2002 1.15:1.0
December 2002 and thereafter 1.2:1.0
</TABLE>
SECTION 6.11. Maximum Leverage Ratio. Permit the Leverage Ratio at any
time during a fiscal quarter set forth below to be greater than the ratio set
forth opposite such fiscal quarter below:
<TABLE>
<CAPTION>
Fiscal Quarter Ended
in, or Closest to Ratio
<S> <C>
August 1999 through September 2000 4.5:1.0
December 2000 through September 2001 4.0:1.0
December 2001 through September 2002 3.5:1.0
December 2002 through September 2003 3.0:1.0
December 2003 and thereafter 2.5:1.0
</TABLE>
SECTION 6.12. Limitation on Modifications of Indebtedness;
Modifications of Certificate of Incorporation, By-laws and Certain Other
Agreements, etc. (i) amend or modify, or permit the amendment or modification
of, any provision of existing Indebtedness or of any agreement (including,
without limitation, any purchase agreement, indenture, loan agreement or
security agreement) relating thereto other than any amendments or modifications
to Indebtedness which do not in any way materially adversely affect the
interests of the Lenders and are otherwise permitted under Section 6.01(c), (ii)
make (or give any notice in respect of) any payment of any nature
<PAGE> 79
74
whatsoever (whether principal, interest or otherwise) with respect to, or any
payment (including any prepayment) on or redemption or acquisition for value of
the Holdings Subordinated Note or the Seller Note (except that (x) a redemption
required by the first sentence of Section 4(c) of the Seller Note shall be
permitted to the extent required in accordance with the terms of such first
sentence as in effect on the Closing Date and (y) a redemption or prepayment of
the Holdings Subordinated Note shall be permitted, in each case so long as all
proceeds used to make any such redemption or prepayment are received from a
Public Equity Offering by Holdings) or any Holdings Junior Subordinated
Debentures, (iii) make (or give any notice in respect thereof) any voluntary or
optional payment or prepayment on or redemption or acquisition for value of, or
any prepayment or redemption as a result of any asset sale, change of control or
similar event of, any Senior Subordinated Notes, (iv) amend or modify, or permit
the amendment or modification of, any provision of any Senior Subordinated
Notes, the Seller Note, the Holdings Subordinated Note or (after the issuance of
each thereof) the Fairchild Korea Bond, the Fairchild Korea Loan Agreement, any
Holdings Junior Subordinated Debentures or any agreement (including, without
limitation, any Senior Subordinated Note Document) relating thereto other than
amendments or modifications which do not in any way materially adversely affect
the interests of the Lenders and which are effected to make technical
corrections to the respective documentation, (v) amend or modify, or permit the
amendment or modification of, the Business Transfer Agreement, any Operating
Agreement, any other Transaction Document, the Recapitalization Agreement, the
NSC Asset Purchase Agreement or any of the operating agreements entered into in
connection therewith or any tax sharing agreement, in each case except for
amendments or modifications which are not in any way adverse in any material
respect to the interests of the Lenders or (vi) amend, modify or change its
Certificate of Incorporation (including, without limitation, by the filing or
modification of any certificate of designation) or By-laws, or any agreement
entered into by it, with respect to its capital stock (including any
shareholders' agreement), or enter into any new agreement with respect to its
capital stock, other than any amendments, modifications or changes pursuant to
this clause (vi) or any such new agreements pursuant to this clause (vi) which
do not in any way materially adversely affect in any material respect the
interests of the Lenders; provided that nothing in this clause (vi) shall
prevent Holdings or any of its Subsidiaries from amending its Certificate of
Incorporation or By-laws to provide indemnification to any officer or director
of Holdings or any such Subsidiary to the maximum extent permitted by the law of
its jurisdiction of incorporation; and provided further that Holdings may issue
such capital stock as is not prohibited by Section 6.14 and may amend its
Certificate of Incorporation to authorize any such capital stock. Without
limiting the foregoing provisions, it is understood and agreed by all parties
hereto that (i) for purposes of the Holdings Subordinated Note and Section 1 of
the Seller Note, the provisions of clause (ii) of the immediately preceding
sentence prohibit the payment of interest on the Holdings Subordinated Note and
the Seller Note in cash and (ii) for purposes of Section 4(f) of the Seller
Note, the provisions of clause (ii) of the immediately preceding sentence
prohibit all partial or total redemptions of the Seller Note, except to the
extent expressly otherwise provided in said clause (ii).
SECTION 6.13. Limitation on Certain Restrictions on Subsidiaries.
Directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (a)
pay dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any Subsidiary
of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of
the Borrower, (b) make loans or advances to the Borrower or any of the
Borrower's Subsidiaries or (c) transfer any of its properties or assets to the
Borrower or any of the Borrower's Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Loan Documents, (iii) the Senior Subordinated Note
Documents, (iv) customary
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provisions restricting subletting or assignment of any lease governing a
leasehold interest of the Borrower or a Subsidiary of the Borrower, (v)
customary provisions restricting assignment of any agreement entered into by the
Borrower or a Subsidiary of the Borrower in the ordinary course of business,
(vi) any holder of a Lien permitted by Section 6.02 may restrict the transfer of
the asset or assets subject thereto and (vii) restrictions which are not more
restrictive than those contained in this Agreement contained in any documents
governing any Indebtedness incurred after the Closing Date in accordance with
the provisions of this Agreement.
SECTION 6.14. Limitation on Issuance of Capital Stock. (a) With respect
to Holdings, issue any capital stock that is not Qualified Capital Stock.
(b) Holdings will not permit any of its Subsidiaries to issue any
capital stock (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, capital stock, except (i)
for transfers and replacements of then outstanding shares of capital stock, (ii)
for stock splits, stock dividends and additional issuances which do not decrease
the percentage ownership of Holdings or any of its Subsidiaries in any class of
the capital stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries
of the Borrower, to qualify directors to the extent required by applicable law,
and (iv) Subsidiaries of the Borrower formed after the Closing Date pursuant to
Section 6.15 may issue capital stock to the Borrower or the respective
Subsidiary of the Borrower which is to own such stock. All capital stock issued
in accordance with this Section 6.14(b) shall, to the extent required by the
Pledge Agreement, be delivered to the Collateral Agent for pledge pursuant to
the Pledge Agreement.
SECTION 6.15. Limitation on Creation of Subsidiaries. Establish, create
or acquire any additional Subsidiaries without the prior written consent of the
Required Lenders; provided that the Borrower may establish or create one or more
Wholly Owned Subsidiaries of the Borrower without such consent so long as (a)
100% of the capital stock of any new Domestic Subsidiary (or all capital stock
of any new Foreign Subsidiary which is owned by any Loan Party, except that not
more than 65% of the voting stock of any such Foreign Subsidiary shall be
required to be so pledged) is upon the creation or establishment of any such new
Subsidiary pledged and delivered to the Collateral Agent for the benefit of the
Secured Parties under the Pledge Agreement and (b) upon the creation or
establishment of any such new Domestic Subsidiary such Domestic Subsidiary
becomes a party to the applicable Security Documents in accordance with Section
5.11 and the other Loan Documents.
SECTION 6.16. Business. (a) With respect to Holdings, engage in any
business activities or have any assets or liabilities, other than (i) its
ownership of the capital stock of the Borrower and liabilities incident thereto,
including its liabilities pursuant to the Pledge Agreement and its guarantee
pursuant to the Parent Guarantee Agreement and its guarantee of the Senior
Subordinated Notes, (ii) its obligations pursuant to the Seller Note, the
Holdings Subordinated Note, the Holdings Series A Preferred Stock and the
Holdings Junior Subordinated Debentures, if issued and (iii) its employment of
members of management of the Borrower.
(b) With respect to the Borrower and its Subsidiaries, engage (directly
or indirectly) in any business other than the business in which the Borrower and
its Subsidiaries are engaged on the Closing Date and other businesses reasonably
related thereto.
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SECTION 6.17. Designated Senior Indebtedness. Designate any
indebtedness as "Designated Senior Indebtedness" for purposes of the Senior
Subordinated Note Indentures unless the Required Lenders specifically consent
thereto in writing.
SECTION 6.18. Fiscal Year. With respect to Holdings and the Borrower,
change its fiscal year-end other than as provided in Section 5.13.
ARTICLE VII
Events of Default
In case of the happening of any of the following events ("Events of
Default"):
(a) any representation or warranty made or deemed made in or in
connection with any Loan Document or the borrowings or issuances of Letters of
Credit hereunder, or any representation, warranty, statement or information
contained in any report, certificate, financial statement or other instrument
furnished in connection with or pursuant to any Loan Document, shall prove to
have been false or misleading in any material respect when so made, deemed made
or furnished;
(b) default shall be made in the payment of any principal of any Loan
or the reimbursement with respect to any L/C Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or by acceleration thereof or otherwise;
(c) default shall be made in the payment of any interest on any Loan or
any Fee or L/C Disbursement or any other amount (other than an amount referred
to in (b) above) due under any Loan Document, when and as the same shall become
due and payable, and such default shall continue unremedied for a period of
three Business Days;
(d) default shall be made in the due observance or performance by
Holdings, the Borrower or any Subsidiary of any covenant, condition or agreement
contained in Section 5.01(a), 5.05 or 5.08 or in Article VI;
(e) default shall be made in the due observance or performance by
Holdings, the Borrower or any Subsidiary of any covenant, condition or agreement
contained in any Loan Document (other than those specified in (b), (c) or (d)
above) and such default shall continue unremedied or shall not be waived for a
period of 20 days after written notice thereof from the Administrative Agent or
any Lender to the Borrower;
(f) Holdings, the Borrower or any Subsidiary shall (i) fail to pay any
principal or interest, regardless of amount, due in respect of any Indebtedness
(other than the Obligations) in a principal amount in excess of $5,000,000, when
and as the same shall become due and payable, or (ii) fail to observe or perform
any other term, covenant, condition or agreement contained in any agreement or
instrument evidencing or governing any such Indebtedness if the effect of any
failure referred to in this clause (ii) is to cause, or to permit the holder or
holders of such Indebtedness or a trustee on
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its or their behalf (with or without the giving of notice, the lapse of time or
both) to cause, such Indebtedness to become due prior to its stated maturity;
(g) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed in a court of competent jurisdiction seeking (i) relief
in respect of Holdings, the Borrower or any Subsidiary, or of a substantial part
of the property or assets of Holdings, the Borrower or a Subsidiary, under Title
11 of the United States Code, as now constituted or hereafter amended, or any
other Federal, state or foreign bankruptcy, insolvency, receivership or similar
law, (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Holdings, the Borrower or any Subsidiary or
for a substantial part of the property or assets of Holdings, the Borrower or a
Subsidiary or (iii) the winding-up or liquidation of Holdings, the Borrower or
any Subsidiary; and such proceeding or petition shall continue undismissed for
60 days or an order or decree approving or ordering any of the foregoing shall
be entered;
(h) Holdings, the Borrower or any Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar law,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
(g) above, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Holdings, the
Borrower or any Subsidiary or for a substantial part of the property or assets
of Holdings, the Borrower or any Subsidiary, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors, (vi) become unable,
admit in writing its inability or fail generally to pay its debts as they become
due or (vii) take any action for the purpose of effecting any of the foregoing;
(i) one or more judgments for the payment of money in an aggregate
amount in excess of $5,000,000 shall be rendered against Holdings, the Borrower,
any Subsidiary or any combination thereof and the same shall remain undischarged
for a period of 30 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to levy upon assets or properties of Holdings, the Borrower or any Subsidiary to
enforce any such judgment;
(j) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other such ERISA Events, could
reasonably be expected to result in liability of the Borrower and its ERISA
Affiliates in an aggregate amount exceeding $1,000,000;
(k) any security interest purported to be created by any Security
Document shall cease to be, or shall be asserted by the Borrower or any other
Loan Party not to be, a valid, perfected, first priority (except as otherwise
expressly provided in this Agreement or such Security Document) security
interest in the securities, assets or properties covered thereby, except to the
extent that any such loss of perfection or priority results from the failure of
the Collateral Agent to maintain possession of certificates representing
securities pledged under the Pledge Agreement and except to the extent that such
loss is covered by a lender's title insurance policy and the related insurer
promptly after such loss shall have acknowledged in writing that such loss is
covered by such title insurance policy;
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(l) any of the Obligations shall cease to constitute "Senior
Indebtedness" under and as defined in either Senior Subordinated Note Indenture
or under the Holdings Subordinated Note or the Holdings Junior Subordinated
Debentures, if issued; or
(m) there shall have occurred a Change in Control;
then, and in every such event (other than an event with respect to Holdings or
the Borrower described in paragraph (g) or (h) above), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:
(i) terminate forthwith the Commitments and (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall become
forthwith due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Borrower,
anything contained herein or in any other Loan Document to the contrary
notwithstanding; and in any event with respect to Holdings or the Borrower
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding.
ARTICLE VIII
The Administrative Agent and the Collateral Agent
In order to expedite the transactions contemplated by this Agreement,
Credit Suisse First Boston is hereby appointed to act as Administrative Agent
and Collateral Agent on behalf of the Lenders and the Issuing Bank (for purposes
of this Article VIII, the Administrative Agent and the Collateral Agent are
referred to collectively as the "Agents"). Each of the Lenders and each assignee
of any such Lender, hereby irrevocably authorizes the Agents to take such
actions on behalf of such Lender or assignee or the Issuing Bank and to exercise
such powers as are specifically delegated to the Agents by the terms and
provisions hereof and of the other Loan Documents, together with such actions
and powers as are reasonably incidental thereto. The Administrative Agent is
hereby expressly authorized by the Lenders and the Issuing Bank, without hereby
limiting any implied authority, (a) to receive on behalf of the Lenders and the
Issuing Bank all payments of principal of and interest on the Loans, all
payments in respect of L/C Disbursements and all other amounts due to the
Lenders hereunder, and promptly to distribute to each Lender or the Issuing Bank
its proper share of each payment so received; (b) to give notice on behalf of
each of the Lenders to the Borrower of any Event of Default specified in this
Agreement of which the Administrative Agent has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by the
Borrower or any other Loan Party pursuant to this Agreement or the other Loan
Documents as received by the Administrative Agent. Without limiting the
generality of the foregoing, the Agents are hereby expressly authorized to
execute any and all documents (including releases and supplements) with
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respect to the Collateral and the rights of the Secured Parties with respect
thereto, as contemplated by and in accordance with the provisions of this
Agreement and the Security Documents.
Neither the Agents nor any of their respective directors, officers,
employees or agents shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or wilful misconduct, or
be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or observance by the
Borrower or any other Loan Party of any of the terms, conditions, covenants or
agreements contained in any Loan Document. The Agents shall not be responsible
to the Lenders for the due execution, genuineness, validity, enforceability or
effectiveness of this Agreement or any other Loan Documents, instruments or
agreements. The Agents shall in all cases be fully protected in acting, or
refraining from acting, in accordance with written instructions signed by the
Required Lenders and, except as otherwise specifically provided herein, such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders. Each Agent shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in good faith to
be genuine and correct and to have been signed or sent by the proper person or
persons. Neither the Agents nor any of their respective directors, officers,
employees or agents shall have any responsibility to the Borrower or any other
Loan Party on account of the failure of or delay in performance or breach by any
Lender or the Issuing Bank of any of its obligations hereunder or to any Lender
or the Issuing Bank on account of the failure of or delay in performance or
breach by any other Lender or the Issuing Bank or the Borrower or any other Loan
Party of any of their respective obligations hereunder or under any other Loan
Document or in connection herewith or therewith. Each of the Agents may execute
any and all duties hereunder by or through agents or employees and shall be
entitled to rely upon the advice of legal counsel selected by it with respect to
all matters arising hereunder and shall not be liable for any action taken or
suffered in good faith by it in accordance with the advice of such counsel.
The Lenders hereby acknowledge that neither Agent shall be under any
duty to take any discretionary action permitted to be taken by it pursuant to
the provisions of this Agreement unless it shall be requested in writing to do
so by the Required Lenders.
Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders and
the Borrower. Upon any such resignation, the Required Lenders shall have the
right to appoint a successor. If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent gives notice of its resignation, then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a
bank with an office in New York, New York, having a combined capital and surplus
of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance
of any appointment as Agent hereunder by a successor bank, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent and the retiring Agent shall be discharged from its duties
and obligations hereunder. After the Agent's resignation hereunder, the
provisions of this Article and Section 9.05 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Agent.
With respect to the Loans made by it hereunder, each Agent in its
individual capacity and not as Agent shall have the same rights and powers as
any other Lender and may exercise the same as though it were not an Agent, and
the Agents and their Affiliates may accept deposits from, lend
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money to and generally engage in any kind of business with Holdings, the
Borrower or any Subsidiary or other Affiliate thereof as if it were not an
Agent.
Each Lender agrees (a) to reimburse the Agents, on demand, in the
amount of its pro rata share (based on the aggregate amount of its outstanding
Term Loans and Revolving Credit Commitment hereunder) of any reasonable expenses
incurred for the benefit of the Lenders by the Agents, including reasonable
counsel fees and compensation of agents and employees paid for services rendered
on behalf of the Lenders, that shall not have been reimbursed by the Borrower
and (b) to indemnify and hold harmless each Agent and any of its directors,
officers, employees or agents, on demand, in the amount of such pro rata share,
from and against any and all liabilities, taxes, obligations, losses, damages,
penalties, actions, judgments, suits, costs, and reasonable expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by or asserted against it in its capacity as Agent or any of them in any way
relating to or arising out of this Agreement or any other Loan Document or any
action taken or omitted by it or any of them under this Agreement or any other
Loan Document, to the extent the same shall not have been reimbursed by the
Borrower or any other Loan Party, provided that no Lender shall be liable to an
Agent or any such other indemnified person for any portion of such liabilities,
taxes, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Agent or any of its directors, officers,
employees or agents. Each Revolving Credit Lender agrees to reimburse the
Issuing Bank and its directors, employees and agents, in each case, to the same
extent and subject to the same limitations as provided above for the Agents.
Each Lender acknowledges that it has, independently and without
reliance upon the Agents or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement or any other Loan Document, any related
agreement or any document furnished hereunder or thereunder. Each of the parties
hereto acknowledge and agrees that none of the Syndication Agent or either
Documentation Agent shall have any duties, responsibilities, obligations or
liabilities, as such, hereunder or under the other Loan Documents.
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:
(a) if to the Borrower or Holdings, to it at 333 Western
Avenue, South Portland, Maine 04106, Attention of Matthew Towse
(Telecopy No. (207) 761-3415) and Daniel
Boxer (Telecopy No. (207) 761-6020);
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(b) if to the Administrative Agent, to Credit Suisse First
Boston, Eleven Madison Avenue, New York, New York 10010, Attention of
Agency Administration (Telecopy No. (212) 325-8304); and
(c) if to a Lender, to it at its address (or telecopy number)
set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant
to which such Lender shall have become a party hereto.
All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01.
SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower or Holdings herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and the Issuing Bank and shall survive the
making by the Lenders of the Loans and the issuance of Letters of Credit by the
Issuing Bank, regardless of any investigation made by the Lenders or the Issuing
Bank or on their behalf, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any Fee or any other
amount payable under this Agreement or any other Loan Document is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not been terminated. The provisions of Sections 2.14, 2.16, 2.20 and 9.05
shall remain operative and in full force and effect regardless of the expiration
of the term of this Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the Loans, the expiration of the Commitments,
the expiration of any Letter of Credit, the invalidity or unenforceability of
any term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent, the Collateral
Agent, any Lender or the Issuing Bank.
SECTION 9.03. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower, Holdings and the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and
assigns.
SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Borrower, Holdings, the
Administrative Agent, the Issuing Bank or the Lenders that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns.
(b) Each Lender may assign to one or more assignees all or a portion of
its interests, rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or an
Affiliate or Related Fund of such Lender, (x) the Borrower and the
Administrative Agent (and, in the case of any assignment of a Revolving Credit
Commitment, the Issuing Bank and the Swingline Lender) must give their prior
written consent to such assignment (which consent shall not
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be unreasonably withheld or delayed); provided, however, that the consent of the
Borrower shall not be required to any such assignment during the continuance of
any Event of Default described in subsection (g) or (h) of Article VII and (y)
the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000 (or, if less, the entire remaining amount of such Lender's
Commitment) or such lesser amount as the Borrower and the Administrative Agent
may from time to time agree (such agreement to be conclusively evidenced by the
execution of the related Assignment and Acceptance), (ii) the parties to each
such assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together (except in the case of an assignment to an
Affiliate or a Related Fund) with a processing and recordation fee of $3,500 and
(iii) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. Upon acceptance and
recording pursuant to paragraph (e) of this Section 9.04, from and after the
effective date specified in each Assignment and Acceptance, (A) the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement and (B) the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16,
2.20 and 9.05, as well as to any Fees accrued for its account and not yet paid).
(c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Term Loan Commitment and Revolving Credit Commitment, and the outstanding
balances of its Term Loans and Revolving Loans, in each case without giving
effect to assignments thereof which have not become effective, are as set forth
in such Assignment and Acceptance, (ii) except as set forth in (i) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Borrower or any Subsidiary or the
performance or observance by the Borrower or any Subsidiary of any of its
obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements referred
to in Section 3.05(a) or delivered pursuant to Section 5.04 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon the Administrative Agent,
the Collateral Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the Administrative
Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Administrative
Agent and the Collateral Agent, respectively, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such
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83
assignee agrees that it will perform in accordance with their terms all the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.
(d) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive and the Borrower, the Administrative Agent, the Issuing Bank, the
Collateral Agent and the Lenders may treat each person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Issuing Bank, the Collateral Agent
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.
(e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above and, if required, the written consent of the Borrower, the Swingline
Lender, the Issuing Bank and the Administrative Agent to such assignment, the
Administrative Agent shall (i) accept such Assignment and Acceptance, (ii)
record the information contained therein in the Register and (iii) give prompt
notice thereof to the Lenders, the Swingline Lender and the Issuing Bank. No
assignment shall be effective unless it has been recorded in the Register as
provided in this paragraph (e).
(f) Each Lender may without the consent of the Borrower, the Swingline
Lender, the Issuing Bank or the Administrative Agent sell participations to one
or more banks or other entities in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participating banks or other entities shall be
entitled to the benefit of the cost protection provisions contained in Sections
2.14, 2.16 and 2.20 to the same extent as if they were Lenders and (iv) the
Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement, and such Lender shall
retain the sole right to enforce the obligations of the Borrower relating to the
Loans or L/C Disbursements and to approve any amendment, modification or waiver
of any provision of this Agreement (other than amendments, modifications or
waivers decreasing any fees payable hereunder or the amount of principal of or
the rate at which interest is payable on the Loans, extending any scheduled
principal payment date or date fixed for the payment of interest on the Loans,
increasing or extending the Commitments or releasing any Guarantor or all or any
substantial part of the Collateral).
(g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower; provided that, prior to any such disclosure of
information designated by the Borrower as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential
<PAGE> 89
84
information on terms no less restrictive than those applicable to the Lenders
pursuant to Section 9.17.
(h) Any Lender may at any time assign all or any portion of its rights
under this Agreement to secure extensions of credit to such Lender or in support
of obligations owed by such Lender; provided that no such assignment shall
release a Lender from any of its obligations hereunder or substitute any such
assignee for such Lender as a party hereto.
(i) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to make any Loan and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 9.04, any SPC
may (i) with notice to, but without the prior written consent of, the Borrower
and the Administrative Agent and without paying any processing fee therefore,
assign all or a portion of its interests in any Loans to the Granting Lender or
to any financial institutions (consented to by the Borrower and Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.
(j) Neither Holdings nor the Borrower shall assign or delegate any of
its rights or duties hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank and each Lender, and any attempted
assignment without such consent shall be null and void.
(k) In the event that Standard & Poor's Ratings Group, Moody's
Investors Service, Inc., and Thompson's BankWatch (or InsuranceWatch Ratings
Service, in the case of Lenders that are insurance companies (or Best's
Insurance Reports, if such insurance company is not rated by Insurance Watch
Ratings Service)) shall, after the date that any Lender becomes a Revolving
Credit Lender, downgrade the long-term certificate deposit ratings of such
Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the
case of a Lender that is an insurance company (or B, in the case of an insurance
company not rated by InsuranceWatch Ratings Service)), then the Issuing Bank
shall have the right, but not the obligation, at its own expense, upon notice to
such Lender and the Administrative Agent, to replace (or to request the Borrower
to use its reasonable efforts to replace) such Lender with an assignee (in
accordance with and subject to the restrictions contained in paragraph (b)
above), and such Lender hereby agrees to transfer and assign without
<PAGE> 90
85
recourse (in accordance with and subject to the restrictions contained in
paragraph (b) above) all its interests, rights and obligations in respect of its
Revolving Credit Commitment to such assignee; provided, however, that (i) no
such assignment shall conflict with any law, rule and regulation or order of any
Governmental Authority and (ii) the Issuing Bank or such assignee, as the case
may be, shall pay to such Lender in immediately available funds on the date of
such assignment the principal of and interest accrued to the date of payment on
the Loans made by such Lender hereunder and all other amounts accrued for such
Lender's account or owed to it hereunder.
SECTION 9.05. Expenses; Indemnity. (a) The Borrower and Holdings agree,
jointly and severally, to pay all out-of-pocket expenses incurred by the
Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing
Bank in connection with the syndication of the credit facilities provided for
herein and the preparation and administration of this Agreement and the other
Loan Documents or in connection with any amendments, modifications or waivers of
the provisions hereof or thereof (whether or not the transactions hereby or
thereby contemplated shall be consummated) or incurred by the Administrative
Agent, the Collateral Agent or any Lender in connection with the enforcement or
protection of its rights in connection with this Agreement and the other Loan
Documents or in connection with the Loans made or Letters of Credit issued
hereunder, including the fees, charges and disbursements of Cravath, Swaine &
Moore, counsel for the Administrative Agent and the Collateral Agent, and, in
connection with any such enforcement or protection, the fees, charges and
disbursements of any other counsel for the Administrative Agent, the Collateral
Agent or any Lender.
(b) The Borrower and Holdings agree, jointly and severally, to
indemnify the Administrative Agent, the Collateral Agent, each Lender and the
Issuing Bank, each Affiliate of any of the foregoing persons and each of their
respective directors, officers, trustees, employees and agents (each such person
being called an "Indemnitee") against, and to hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including reasonable counsel fees, charges and disbursements, incurred by or
asserted against any Indemnitee arising out of, in any way connected with, or as
a result of (i) the execution or delivery of this Agreement or any other Loan
Document or any agreement or instrument contemplated thereby, the performance by
the parties thereto of their respective obligations thereunder or the
consummation of the Transactions and the other transactions contemplated
thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of
Credit, (iii) any claim, litigation, investigation or proceeding relating to any
of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any
actual or alleged presence or Release of Hazardous Materials on any property
owned or operated by the Borrower or any of the Subsidiaries, or any
Environmental Claim related in any way to the Borrower or the Subsidiaries;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.
(c) The provisions of this Section 9.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the expiration
of any Letter of Credit, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Administrative Agent, the Collateral Agent, any
Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be
payable on written demand therefor accompanied by reasonable documentation with
respect to any reimbursement, indemnification or other amount requested.
<PAGE> 91
86
SECTION 9.06. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, except to the extent prohibited by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Borrower or Holdings against any of and all
the obligations of the Borrower or Holdings now or hereafter existing under this
Agreement and other Loan Documents held by such Lender, irrespective of whether
or not such Lender shall have made any demand under this Agreement or such other
Loan Document and although such obligations may be unmatured. The rights of each
Lender under this Section 9.06 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.
SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in
exercising any power or right hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or any other Loan Document or consent to any
departure by the Borrower or any other Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice or demand on the Borrower or Holdings in
any case shall entitle the Borrower or Holdings to any other or further notice
or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower, Holdings and the Required Lenders; provided,
however, that no such agreement shall (i) decrease the principal amount of, or
extend the maturity of or any scheduled principal payment date or date for the
payment of any interest on any Loan or any date for reimbursement of an L/C
Disbursement, or waive or excuse any such payment or any part thereof, or
decrease the rate of interest on any Loan or L/C Disbursement, without the prior
written consent of each Lender affected thereby, (ii) change or extend the
Commitment or decrease or extend the date for payment of the Commitment Fees of
any Lender without the prior written consent of such Lender, (iii) amend or
modify the pro rata requirements of Section 2.17, the provisions of Section
9.04(j), the provisions of this Section 9.08, the definition of the term
"Required Lenders" or release any Guarantor (other than in connection
<PAGE> 92
87
with a transaction permitted hereunder) or all or any substantial part of the
Collateral, without the prior written consent of each Lender, (iv) change the
provisions of any Loan Document in a manner that by its terms adversely affects
the rights in respect of payments due to Lenders holding Tranche A Term Loans,
Tranche B Term Loans or Revolving Loans (as used in this Section, each a "Class"
of Loans) differently from the rights in respect of payments due to Lenders
holding any other Class of Loans without the prior written consent of Lenders
holding a majority of the aggregate outstanding principal amount of the Loans
(or, if no Revolving Loans are outstanding, the Revolving Commitments) of the
adversely affected Class of Loans, (v) change the rights of the Lenders holding
Tranche B Term Loans to reject prepayments under Section 2.13(j) without the
prior written consent of the Lenders holding a majority of the aggregate
outstanding principal amount of the Tranche B Term Loans or (vi) amend or modify
the protections afforded to an SPC pursuant to the provisions of Section 9.04(i)
without the written consent of such SPC; provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline
Lender hereunder or under any other Loan Document without the prior written
consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or
the Swingline Lender, respectively.
SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan or
participation in any L/C Disbursement, together with all fees, charges and other
amounts which are treated as interest on such Loan or participation in such L/C
Disbursement under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan or participation in
accordance with applicable law, the rate of interest payable in respect of such
Loan or participation hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan or
participation but were not payable as a result of the operation of this Section
9.09 shall be cumulated and the interest and Charges payable to such Lender in
respect of other Loans or participations or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the Federal Funds Effective Rate to the date of repayment,
shall have been received by such Lender.
SECTION 9.10. Entire Agreement. This Agreement, the Fee Letter and the
other Loan Documents constitute the entire contract between the parties relative
to the subject matter hereof. Any other previous agreement among the parties
with respect to the subject matter hereof is superseded by this Agreement and
the other Loan Documents. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any party other than
the parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.
SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
<PAGE> 93
88
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.11.
SECTION 9.12. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby (it being understood that
the invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
SECTION 9.13. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute a single contract, and shall become effective as provided in Section
9.03. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.
SECTION 9.14. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.
SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each of
Holdings and the Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent, the Collateral Agent, the Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against the Borrower, Holdings or their
respective properties in the courts of any jurisdiction.
(b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or here after have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.
(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.
<PAGE> 94
89
SECTION 9.16. Judgment Currency. (a) The obligations of the Borrower
and the other Loan Parties hereunder and under the other Loan Documents to make
payments in dollars (the "Obligation Currency") shall not be discharged or
satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the
extent that such tender or recovery results in the effective receipt by the
Administrative Agent or a Lender or the Issuing Bank of the full amount of the
Obligation Currency expressed to be payable to the Administrative Agent or such
Lender or the Issuing Bank under this Agreement or the other Loan Documents. If,
for the purpose of obtaining or enforcing judgment against the Borrower or any
other Loan Party or in any court or in any jurisdiction, it becomes necessary to
convert into or from any currency other than the Obligation Currency (such other
currency being hereinafter referred to as the "Judgment Currency") an amount due
in the Obligation Currency, the conversion shall be made at the rate of exchange
(as quoted by the Administrative Agent or if the Administrative Agent does not
quote a rate of exchange on such currency, by a known dealer in such currency
designated by the Administrative Agent) determined, in each case, as of the date
immediately preceding the day on which the judgment is given (such Business Day
being hereinafter referred to as the "Judgment Currency Conversion Date").
(b) If there is a change in the rate of exchange prevailing between the
Judgment Currency Conversion Date and the date of actual payment of the amount
due, the Borrower covenants and agrees to pay, or cause to be paid, as a
separate obligation and notwithstanding any judgment, such additional amounts,
if any (but in any event not a lesser amount), as may be necessary to ensure
that the amount paid in the Judgment Currency, when converted at the rate of
exchange prevailing on the date of payment, will produce the amount of the
Obligation Currency which could have been purchased with the amount of Judgment
Currency stipulated in the judgment or judicial award at the rate of exchange
prevailing on the Judgment Currency Conversion Date.
(c) For purposes of determining the rate of exchange for this Section,
such amounts shall include any premium and costs payable in connection with the
purchase of the Obligation Currency.
SECTION 9.17. Confidentiality. The Administrative Agent, the Collateral
Agent, the Issuing Bank and each of the Lenders agrees to keep confidential (and
to use its best efforts to cause its respective agents and representatives to
keep confidential) the Information (as defined below) and all copies thereof,
extracts therefrom and analyses or other materials based thereon, except that
the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender
shall be permitted to disclose Information (a) to such of its respective
officers, directors, employees, agents, affiliates and representatives as need
to know such Information, (b) to a potential assignee or participant of such
Lender or any direct or indirect contractual counterparty in any swap agreement
relating to the Loans or such potential assignee's or participant's or
counterparty's advisors who need to know such Information (provided that any
such potential assignee or participant or counterparty shall, and shall use its
best efforts to cause its advisors to, keep confidential all such information on
the terms set forth in this Section 9.17, (c) to the extent requested by any
regulatory authority, (d) to the extent otherwise required by applicable laws
and regulations or by any subpoena or similar legal process, (e) in connection
with any suit, action or proceeding relating to the enforcement of its rights
hereunder or under the other Loan Documents or (f) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section 9.17 or (ii) becomes available to the Administrative Agent, the
Issuing Bank, any Lender or the Collateral Agent on a nonconfidential basis from
a source other than the Borrower or Holdings. For the purposes of this Section,
"Information" shall mean all financial statements, certificates, reports,
agreements and information (including all analyses, compilations and studies
prepared by the Administrative Agent, the
<PAGE> 95
90
Collateral Agent, the Issuing Bank or any Lender based on any of the foregoing)
that are received from the Borrower or Holdings and related to the Borrower or
Holdings, any shareholder of the Borrower or Holdings or any employee, customer
or supplier of the Borrower or Holdings, other than any of the foregoing that
were available to the Administrative Agent, the Collateral Agent, the Issuing
Bank or any Lender on a nonconfidential basis prior to its disclosure thereto by
the Borrower or Holdings, and which are in the case of Information provided
after the date hereof, clearly identified at the time of delivery as
confidential. The provisions of this Section 9.17 shall remain operative and in
full force and effect regardless of the expiration and term of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
FAIRCHILD SEMICONDUCTOR
CORPORATION,
by
--------------------------------
Name:
Title:
FSC SEMICONDUCTOR CORPORATION,
by
--------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
individually, and as
Administrative Agent,
Collateral Agent, Swingline
Lender and an Issuing Bank,
by
--------------------------------
Name:
Title:
by
--------------------------------
Name:
Title:
<PAGE> 96
91
SALOMON BROTHERS HOLDING
COMPANY INC, individually, and as
Syndication Agent,
by:
------------------------------------
Name:
Title:
ABN AMRO BANK NV, individually, and as a
Documentation Agent,
by:
------------------------------------
Name:
Title:
FLEET NATIONAL BANK, individually, as an
Issuing Bank and as a Documentation Agent,
by:
------------------------------------
Name:
Title:
(OTHER BANKS),
by:
------------------------------------
Name:
Title:
<PAGE> 97
SCHEDULE 1.01(A)
MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
================================================================================
Owner Interest Held Property Address
- --------------------------------------------------------------------------------
<S> <C> <C>
3333 West 9000 South
Borrower Fee Simple West Jordan, Utah
- --------------------------------------------------------------------------------
333 Western Ave.
Borrower Fee Simple South Portland, Maine
================================================================================
</TABLE>
<PAGE> 98
SCHEDULE 1.01(B)
SUBSIDIARY GUARANTORS
Fairchild Semiconductor Corporation of California
<PAGE> 99
Schedule 2.01
Commitments
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Contact Person, Telephone and
Lender Telecopy Number Commitments
- ------ --------------- -----------
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
CREDIT SUISSE FIRST Maria Cabrera Revolving: $8,000,000.00
BOSTON Telephone: 212-325-9938 Tranche A: S8,000,000.00
Telecopy: 212-325-8304 Tranche B: $113,750,000.00
- -----------------------------------------------------------------------------------------------
SALOMON BROTHERS HOLDING Chad Leat Revolving: S7,500,000.00
COMPANY INC Telephone: 212-783-5880 Tranche A: $7,500,000.00
Telecopy: 212-783-5272 Tranche B: $0
- -----------------------------------------------------------------------------------------------
ABN AMRO BANK NV Revolving: $7,500,000.00
Bruce Swords Telephone: Tranche A: $7,500,000.00
617-988-7936 Telecopy: 617-988-7910 Tranche B: $0
- -----------------------------------------------------------------------------------------------
FLEET NATIONAL BANK Bill Williamson Revolving: $7,500,000.00
Telephone: 207-874-5114 Tranche A: $7,500,000.00
Telecopy: 207-874-5167 Tranche B: $0
- -----------------------------------------------------------------------------------------------
FUJI BANK LIMITED, NEW YORK David Lee Revolving: $7,500,000.00
BRANCH Telephone: 212-898-2087 Tranche A: $7,500,000.00
Telecopy: 212-898-2399 Tranche B: $0
- -----------------------------------------------------------------------------------------------
HELLER FINANCIAL, INC. K. Craig Gallehugh Revolving: $7,500,000.00
Telephone: 312-441-7630 Tranche A: $7,500,000.00
Telecopy: 312-441-7367 Tranche B: $0
- -----------------------------------------------------------------------------------------------
IBM CREDIT CORPORATION Steven Breen Revolving: $7,500,000.00
Telephone: 914-765-8248 Tranche A: $7,500,000.00
Telecopy: 914-765-6624 Tranche B: $0
- -----------------------------------------------------------------------------------------------
BANKBOSTON, N.A. Lynn Schade Revolving: S6,000,000.00
Telephone: 617-434-7736 Tranche A: $6,000,000.00
Telecopy: 617-434-0819 Tranche B: $0
- -----------------------------------------------------------------------------------------------
BANK OF MONTREAL Amy Dumser Revolving: $6,000,000.00
Telephone: 312-750-3474 Tranche A: $6,000,000.00
Telecopy: 312-750-6057 Tranche B: $0
- -----------------------------------------------------------------------------------------------
BANK OF SCOTLAND Bill Boland Revolving: $6,000,000.00
Telephone: 617-426-0033 Tranche A: $6,000,000.00
Telecopy: 617-426-1353 Tranche B: $0
- -----------------------------------------------------------------------------------------------
GENERAL ELECTRIC CAPITAL Joe Badini Revolving: $6,000,000.00
CORPORATION Telephone: 203-708-1125 Tranche A: $6,000,000.00
Telecopy: 203-316-7978 Tranche B: $0
- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 100
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Contact Person, Telephone and
Lender Telecopy Number Commitments
- ------ --------------- -----------
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
THE MITSUBUSHI TRUST
AND BANKING F. Frank Herrera Revolving: S6,000,000.00
CORPORATION, LOS Telephone: 213-896-4652 Tranche A: S6,000,000.00
ANGELES AGENCY Telecopy: 213-687-8325 Tranche B: $0
- -----------------------------------------------------------------------------------------------
MORGAN STANLEY SENIOR Morgan Edwards Revolving: $6,000,000.00
FUNDING, INC. Telephone: 212-761-8909 Tranche A: $6,000,000.00
Telecopy: 212-7651-0687 Tranche B: $0
- -----------------------------------------------------------------------------------------------
THE BANK OF NOVA SCOTIA Steve Foley Revolving: $6,000,000.00
Telephone: 617-624-7612 Tranche A: $6,000,000.00
Telecopy: 617-624-7607 Tranche B: $0
- -----------------------------------------------------------------------------------------------
TRANSAMERICA James Merrill Revolving: $5,000,000.00
COMMERCIAL FINANCE Telephone: 949-260-2012 Tranche A: $5,000,000.00
CORPORATION Telecopy: 949-260-2013 Tranche B: $0
- -----------------------------------------------------------------------------------------------
MERRILL LYNCH SENIOR Joe Moroney Revolving: $0
FLOATING RATE FUND, INC. Telephone: 609-282-8926 Tranche A: $0
Telecopy: 609-282-6628 Tranche B: $5,750,000.00
- -----------------------------------------------------------------------------------------------
MERRILL LYNCH SENIOR Joe Moroney Revolving: $0
FLOATING RATE FUND II, Telephone: 609-282-8926 Tranche A: $0
INC. Telecopy: 609-282-6628 Tranche B: $1,500,000.00
- -----------------------------------------------------------------------------------------------
PILGRIM PRIME RATE TRUST
Bill Nutting Revolving: $0
BY: PILGRIM INVESTMENTS, Telephone: 602-417-8263 Tranche A: $0
INC. AS ITS INVESTMENT Telecopy: 602-417-8327 Tranche B: $5,000,000.00
MANAGER
- -----------------------------------------------------------------------------------------------
FIRST UNION NATIONAL Tern Collins Revolving: $0
BANK Telephone: 704-383-3665 Tranche A: $0
Telecopy: 704-383-6652 Tranche B: $12,000,000
- -----------------------------------------------------------------------------------------------
FRANKLIN FLOATING RATE Chauncey Lufkin Revolving: $0
TRUST Telephone: 650-312-3091 Tranche A: $0
Telecopy: 650-312-3346 Tranche B: $7,000,000.00
- -----------------------------------------------------------------------------------------------
JACKSON NATIONAL LIFE Micheal DiRe Revolving: $0
INSURANCE Telephone: 312-537-1959 Tranche A:$0
COMPANY Telecopy: 312-537-4239 Tranche B: $7,000,000.00
BY:
PPM AMERICA, INC., AS
ATTORNEY IN FACT, ON
BEHALF OF JACKSON
NATIONAL LIFE INSURANCE
COMPANY
- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE> 101
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Contact Person, Telephone and
Lender Telecopy Number Commitments
- ------ --------------- -----------
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
BANKBOSTON, N.A., Mart Rose Revolving: $0
Telephone: 617-434-7264 Tranche A: $0
AS TRUST ADMINISTRATOR Telecopy: 617-434-5617 Tranche B: $7,000,000.00
FOR LONGLANE MASTER
TRUST IV
- -----------------------------------------------------------------------------------------------
KZH APPALOOSA LLC Virginia Conway Revolving: $0
Telephone: 212-946-7575 Tranche A: $0
Telecopy: 212-946-7776 Tranche B: $5,000,000.00
- -----------------------------------------------------------------------------------------------
KZH CYPRESSTREE-1 LLC Virginia Conway Revolving: $0
Telephone: 212-946-7575 Tranche A: $0
Telecopy: 212-946-7776 Tranche B: S3,500,000.00
- -----------------------------------------------------------------------------------------------
KZH SHOSHONE LLC Virginia Conway Revolving: $0
Telephone: 212-946-7575 Tranche A: $0
Telecopy: 212-946-7776 Tranche B: $5,000,000.00
- -----------------------------------------------------------------------------------------------
KZH - SOLELY-2 LLC Virginia Conway Revolving: $0
Telephone: 212-946-7575 Tranche A: $0
Telecopy: 212-946-7776 Tranche B: $7,000,000.00
- -----------------------------------------------------------------------------------------------
KZH STERLING LLC Virginia Conway Revolving: $0
Telephone: 212-946-7575 Tranche A: $0
Telecopy: 212-946-7776 Tranche B: $7,000,000.00
- -----------------------------------------------------------------------------------------------
CYPRESSTREE SENIOR Jeff Heuer Revolving: $0
FLOATING RATE FUND, Telephone: 617-646-0637 Tranche A: $0
Telecopy: 617-946-5681 Tranche B: $500,000.00
BY: CYPRESSTREE
INVESTMENT MANAGEMENT
COMPANY, INC. AS
PORTFOLIO MANAGER
- -----------------------------------------------------------------------------------------------
NORTH AMERICAN SENIOR Jeff Heuer Revolving: $0
FLOATING RATE FUND Telephone: 617-646-0637 Tranche A: $0
Telecopy: 617-946-5681 Tranche B: $1,000,000.00
BY: CYPRESSTREE
INVESTMENT MANAGEMENT
COMPANY, INC. AS
PORTFOLIO MANAGER
- -----------------------------------------------------------------------------------------------
ARCHIMEDES FUNDING, Mike Halley Revolving: $0
L.L.C. Telephone: 213-346-3972 Tranche A: $0
Telecopy: 213-346-3995 Tranche B: $2,500,000.00
BY:
ING CAPITAL ADVISERS LLC
AS COLLATERAL MANAGER
- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 102
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Contact Person, Telephone and
Lender Telecopy Number Commitments
- ------ --------------- -----------
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
ARCHIMEDES FUNDING II, LTD. Mike Hatley Revolving: $0
Telephone: 213-346-3972 Tranche A: $0
BY: Telecopy: 213-346-3995 Tranche B: $2,500,000.00
ING CAPITAL ADVISERS LLC
AS COLLATERAL MANAGER
- -----------------------------------------------------------------------------------------------
METROPOLITAN LIFE James Dingier Revolving: $0
INSURANCE COMPANY Telephone: 973-254-3206 Tranche A: $0
Telecopy: 973-254-3032 Tranche B: $5,000,000.00
- -----------------------------------------------------------------------------------------------
TYLER TRADING, INC. Kelly Walker Revolving: $0
Telephone: 704-388-8943 Tranche A: $0
Telecopy: 704-388-0648 Tranche B: $5,000,000.00
- -----------------------------------------------------------------------------------------------
SRF TRADING, INC. Kelly Walker Revolving: $0
Telephone: 704-388-8943 Tranche A: $0
Telecopy: 704-388-0648 Tranche B: $2,000,000.00
- -----------------------------------------------------------------------------------------------
OSPREY INVESTMENTS Michael Regan Revolving: $0
PORTFOLIO Telephone: 212-559-9121 Tranche A: $0
BY: CITIBANK, N.A., AS Telecopy: 212-793-1871 Tranche B: S5,000,000.00
MANAGER
- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 103
SCEDULE 3.04
POST CLOSING FILINGS
1. Filings necessary to cause certain environmental and warehousing permits
in Korea which are currently held in the name of Samsung to be placed in
the name of Fairchild Korea.
2. An issuer's report on the issue of the Fairchild Korea Bonds to the
Ministry of Finance and Economy of the Republic of Korea.
3. Acceptance of a report by Fairchild Korea's designated foreign exchange
bank in Korea with respect to the Fairchild Korea Loan Agreement.
4. Payment reports to Fairchild Korea's designated foreign exchange bank
pursuant to the regulations under the Foreign Exchange Management Act of
Korea at the time of each payment by Fairchild Korea under the Fairchild
Korea Bonds and the Fairchild Korea Loan Agreement.
<PAGE> 104
SCHEDULE 3.07(C)
CONDEMNATION PROCEEDINGS
None.
<PAGE> 105
SCHEDULE 3.08
SUBSIDIARIES
Fairchild Semiconductor Corporation, a Delaware corporation, is a wholly owned
subsidiary of FSC Semiconductor Corporation, a Delaware corporation.
Fairchild Semiconductor Corporation has the following wholly owned subsidiaries:
<TABLE>
<CAPTION>
Name Jurisdiction of Organization
- ---- ----------------------------
<S> <C>
Fairchild Semiconductor Limited United Kingdom
Fairchild Semiconductor GmbH Germany
Fairchild Semiconductor Asia Pacific Pte. Ltd. Singapore
Fairchild Semiconductor (Malaysia) Sdn. Bhd. Malaysia
Fairchild Semiconductor Hong Kong Limited Hong Kong
Fairchild Semiconductor Hong Kong (Holdings)
Limited Hong Kong
Fairchild Semiconductor Japan K.K. Japan
Fairchild Semiconductor Srl Italy
Fairchild Semiconductors de Mexico S. de R.L.
de CV. Mexico
Fairchild Semiconductor Corporation of California Delaware
</TABLE>
Fairchild Korea Semiconductor Ltd., a South Korean corporation, is a wholly
owned subsidiary of Fairchild Semiconductor Corporation of California.
<PAGE> 106
SCHEDULE 3.09
LITIGATION
None.
<PAGE> 107
SCHEDULE 3.17
ENVIRONMENTAL MATTERS
None.
<PAGE> 108
SCHEDULE 3.18
INSURANCE
BORROWER
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CORE COVERAGE'S MINIMUM AMOUNT REQUIRED DEDUCTIBLE
TO BE MAINTAINED
- --------------------------------------------------------------------------------
<S> <C> <C>
Directors & Officers $15,000,000 0 Non-Ind
Executive Risk - 10 $250,000 Corp. Reimb.
MIL PRIMARY
Reliance - 5 MIL x
10
MIL
- --------------------------------------------------------------------------------
Property $800,000,000 $250,000
Zurich, Royal
- --------------------------------------------------------------------------------
Cargo
St. Paul $5,000,000 $15,000/Loss or Occurrence
$7,500/l1 On Shipment Sent
Via FedEx
- --------------------------------------------------------------------------------
</TABLE>
BORROWER AND SUBSIDIARIES OF BORROWER
<TABLE>
<CAPTION>
CORE COVERAGE'S MINIMUM AMOUNT DEDUCTIBLE
REQUIRED TO BE
MAINTAINED
<S> <C> <C>
Foreign Commercial General $1,000,000 [NIL]
Liability/Auto/Excess Liability
AIU
Foreign Voluntary Worker's Comp. $1,000,000 [NIL]
AIU
General Liability $2,000,000/aggregate 1) $100,000/specific
St. Paul $1,000,000/occurrence 2) $500,000/aggregate
Auto Liability & Physical Damage $1,000,000 CSL $500 Comprehensive!
St. Paul Collision Deductible
Worker's Compensation Statutory Coverage A 1) $250,000/specific
Hanover $1,000,000 Coverage B 2) $650,000/aggregate
Stop Loss
Umbrella/Excess Liab. $1,000,000 N/A
</TABLE>
<PAGE> 109
<TABLE>
<CAPTION>
CORE COVERAGE'S MINIMUM AMOUNT DEDUCTIBLE
REQUIRED TO BE
MAINTAINED
<S> <C> <C>
St. Paul, CHUBB, Reliance St. Paul $25 Million
Federal (CHUBB)
$50 MIL x $25 MIL
Reliance
$25 MIL x 75 MIL
Electronics Manufacturers $15,000,000 1) $100,000/specific
Errors & Omissions 2) $500,000/aggregate
St. Paul
Business Interruption $800,000,000 $50,000 PD/BI Combined at Mfg.
American Guarantee Liab. Ins. Co. (combined amount with $250,000 PD at Mfg. Sites
Royal/San Alliance Insurance Co. casualty insurance) $250,000 BI at Mfg. Sites
$250,000 PD/BI on Boiler &
Machinery
5% of 100% PD value
</TABLE>
<TABLE>
<CAPTION>
CORE COVERAGE'S MINIMUM AMOUNT DEDUCTIBLE
REQUIRED TO BE
MAINTAINED (unit: '000 Won)
(unit: '000 Won)
<S> <C> <C>
PACKAGE(PD+MB+B1):Bucheon
Owned
- Property Damage 492,259,000 500,000
- Machinery Breakdown 275,939,000 50,000
- Business Interruption 272,987,000 7 days
- MLOP 272,987,000 7 days
Leased Property
- Property Damage 28,721,335 500,000
- Machinery Breakdown 28,721,335 50,000
FIRE INSURANCE NIL
GENERAL LIABILITY
Facility Owner's Liability - B.I. : 500,000 5,000
- P.D. : 500,000 5,000
- Employer's Liability - Person : 100,000
- Accident : 500,000
</TABLE>
<PAGE> 110
<TABLE>
<CAPTION>
CORE COVERAGE'S MINIMUM AMOUNT DEDUCTIBLE
REQUIRED TO BE
MAINTAINED (unit: '000 Won)
(unit: '000 Won)
<S> <C> <C>
WORKER'S COMPENSATION
GAS LIABILITY - B.I. : 10,000 NILI
- P.D. : 100,000
</TABLE>
* There are no policies in existence for Holdings, except for the Executive
Risk.
<PAGE> 111
SCHEDULE 3.19(D)
MORTGAGE FILING OFFICES
<TABLE>
<CAPTION>
================================================================================
Property Address Filing Office
- --------------------------------------------------------------------------------
<S> <C>
3333 West 9000 South Salt Lake County Recorder
West Jordan, Utah
- --------------------------------------------------------------------------------
333 Western Ave. Cumberland County Registry of Deeds
South Portland, Maine
================================================================================
</TABLE>
<PAGE> 112
SCHEDULE 3.20(A)
REAL PROPERTY OWNED IN FEE
<TABLE>
<CAPTION>
================================================================================
Owner Property Address
- --------------------------------------------------------------------------------
<S> <C>
Borrower 3333 West 9000 South
West Jordan, Utah
- --------------------------------------------------------------------------------
Borrower 333 Western Ave.
South Portland, Maine
- --------------------------------------------------------------------------------
Fairchild Semiconductor Corporation 350 Ellis Street
of California Mountain View, California
- --------------------------------------------------------------------------------
Fairchild Korea Semiconductor Ltd. 82-3, Todang-Dong
Wonmi District
Puchon City, Kyonggi Province
Republic of Korea
================================================================================
</TABLE>
<PAGE> 113
SCHEDULE 3.20(B)
LEASED REAL PROPERTY
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Tenant Location Description of Lease
- --------------------------------------------------------------------------------
<S> <C> <C>
Borrower Building 10 Lease dated March 11, 1997
Western Avenue between the Borrower and National
South Portland, Maine Semiconductor Corporation
- --------------------------------------------------------------------------------
Borrower Buildings 12 & 23 Lease dated March 11, 1997
Western Avenue between the Borrower and National
South Portland, Maine Semiconductor Corporation
- --------------------------------------------------------------------------------
Borrower 2920 San Ysidro Way Lease dated March 11, 1997
3697 Tahoe Way between the Borrower and National
Santa Clara, California Semiconductor Corporation
- --------------------------------------------------------------------------------
Borrower 222 W. Las Colinas
Blvd.
Ste. 380N
Irving, TX 75039
- --------------------------------------------------------------------------------
Borrower 1322 Crossman Avenue
Sunnyvale, CA 94089
- --------------------------------------------------------------------------------
Fairchild Malaysia EPI Building Lease dated March 8, 1976,
Bayan Lepas Free Trade under qualified (temporary)
Zone title no. HS(D) 44, for occupancy
Penang, Malaysia by Fairchild Malaysia, successor
to National Semiconductor Penang
("NSEP)
- --------------------------------------------------------------------------------
Fairchild Malaysia EP2 Building Lease dated November 18, 1982,
Bayan Lepas Free Trade under qualified (temporary) title
Zone no. HS(D) 3400-MK12, for
Penang, Malaysia occupancy by Fairchild Malaysia,
successor to NSEP
- --------------------------------------------------------------------------------
Fairchild Malaysia IP Building Lease dated May 22, 1973, under
Bayan Lepas Free Trade qualified (temporary) title no.
Zone HS(D) 19, for occupancy by
Penang, Malaysia Fairchild Malaysia, successor to
NSEP
- --------------------------------------------------------------------------------
Fairchild Malaysia "Red Lease" premises Lease between Sri Pinang
Bayan Lepas Free Trade Development Sdn. Bhd., as
Zone landlord and Fairchild Malaysia,
Penang, Malaysia successor to NSEP, as tenant
- --------------------------------------------------------------------------------
Fairchild Malaysia "Blue Lease" premises Agreement for Lease dated July
Bayan Lepas Free Trade 14, 1988, between Sri Pinang
Zone Development Sdn. Bhd., as
Penang, Malaysia landlord and Fairchild Malaysia,
successor to NSEP, as tenant
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 114
SCHEDULE 3.20(B) page 2
<TABLE>
- --------------------------------------------------------------------------------
<S> <C> <C>
Fairchild Malaysia "Yellow Lease" premises Agreement for Lease dated July
Bayan Lepas 14, 1988, between Sri Pinang
Free Trade Zone Development Sdn. Bhd., as
Penang, Malaysia landlord and Fairchild Malaysia,
successor to National
Semiconductor Technology Sdn.
Bhd., as tenant
- --------------------------------------------------------------------------------
Fairchild Hong Kong Premises in Mactan Lease Agreement dated October 10,
Export 1979, between Philippine Economic
Processing Zone zone Authority (successor to
Cebu, Philippines Export Processing Zone
Authority), ("PEZA") as landlord,
and Fairchild Hong Kong,
successor in interest to National
Semiconductor Hong Kong Limited,
as tenant
- --------------------------------------------------------------------------------
Fairchild 5580 Morehouse Drive Lease dated June 30, 1997 between
Semiconductor San Diego, California Naoto Ohtsuki, lessor, and
Corporation of Borrower, successor to Raytheon
California Company, as lessee
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 115
SCHEDULE 4.02(A)
OTHER LOCAL COUNSEL
Parsons Behle & Latimer
One Utah Center
201 South Main Street, Suite 1800
Post Office Box 45898
Salt Lake City, Utah 84145-0898
Attention: Lawrence R. Barusch, Esq.
Pierce Atwood
One Monument Square
Portland, Maine 04101-1110
Attention: Dennis C. Keeler, Esq.
Kim & Chang
Seyang Building
223 Naeja-Dong
Chongro - KU
Seoul, Korea
Attention: Mr. Y.J. Ro
<PAGE> 116
SCHEDULE 6.01
OUTSTANDING INDEBTEDNESS ON CLOSING DATE
Current Outstanding Indebtedness
<TABLE>
<CAPTION>
Lender Purpose of Facility Amount Available USD Amount Avail
- ------ ------------------- ---------------- ----------------
<S> <C> <C> <C>
HSBC Bank (Malaysia)
Berhad Overdraft MYR 2,500,000.00 $ 657,894.74
HSBC Bank (Malaysia)
Berhad Banker's Guarantee MYR 4,150,000.00 $ 1,092,105.26
RHB Bank Berhad Overdraft MYR 500,000.00 $ 131,578.95
Ban Hin Lee Bank
Berhad Banker's Guarantee MYR 4,000,000.00 $ 1,052,631.58
ABN AMRO (Korea) Overdraft Won 2.4B $ 2,000,000.00
Various Local Banks Issued Letters of
(Korea) Credit Won 36.0B $20,000,000.00
Sakura Bank Deferred VA tax Yen 170.0M $ 1,400,000.00
</TABLE>
<PAGE> 117
SCHEDULE 6.02
LIENS EXISTING ON CLOSING DATE
See attached Liens.
<PAGE> 118
<TABLE>
<CAPTION>
====================================================================================================================================
Location of Date of Recordation
Debtor Secured Party Filing Filing Number Collateral or Clear
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
Fairchild Semiconductor Corporation Heritage Fincancial State of 2/24/98 9805860798 Various exercise machines
1322 Crossman Ave. Services California pursuant to lease.
Sunnyvale, CA 94089 2880 Vehicle Drive,
Ste. 100
Rancho Cordova, CA 95670
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 5/16/97 1221001 Equipment Lease. Financing
333 Western Avenue Finance Remarketing Agreement No. 412689155.
South Portland, ME 04106 Division
333 Logue Ave., Bldg. 32
Mountain View, CA 94043
Fairchild Semiconductor Corporation Copelco Capital, Inc. State of Maine 6/6/97 1224042 Equipment Lease.
333 Western Avenue 700 Eastgate Drive One LTX
South Portland, ME 04106 Suite 400 Trillium
Mt. Laurel, NJ 08054 Micromaster II
H VLSI Tester Lease No.
0652952.
Fairchild Semiconductor Corporation Copelco Capital, Inc. State of Maine 6/17/97 1225460 Equipment Lease.
333 Western Avenue 700 Eastgate Drive One used Trillium
South Portland, ME 04106 Suite 400 Micromaster Test System.
Mt. Laurel, NJ 08054 Lease No. 0760241 VI.
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 6/24/97 1226477 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 412688371.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 6/24/97 1226478 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 412688372.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 6/25/97 1226671 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 412688370.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
</TABLE>
<PAGE> 119
<TABLE>
<CAPTION>
====================================================================================================================================
Location of Date of Recordation
Debtor Secured Party Filing Filing Number Collateral or Clear
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
Fairchild Semiconductor Corporation Carl Zeiss, Inc. State of Maine 8/25/97 1234188 One each laser scan
333 Western Avenue One Zeiss Drive microscope as per
South Portland, ME 04106 Phornwood, NY 10594 quotation
135-19250174-01.
Fairchild Semiconductor Corporation Copelco Capital, Inc. State of Maine 9/25/97 1238290 Equipment Lease.
333 Western Avenue 700 East Gate Drive One refurbished fusion
South Portland, ME 04106 Mt. Laurel, NJ 08054 ozone asher. Model 200 ACV
Uni-cassete version
w/thru-the-wall
compatability bulkhead and
1 chiller backflow kit.
Equipment Lease No.
0760242.
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 10/15/97 1241104 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 2542.
South Portland, ME 04106 Division
20 Perimeter Summit blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 10/31/97 1243332 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 2756.
South Portland, ME 04106 Division
20 Perimeter Summit blvd. Amended 1/14/98 by Filing
Atlanta, GA 30319 No. 1252255 to change
Lease No. 4144-87018.
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 10/31/97 1243333 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 2755
South Portland, ME 04106 Division
20 Perimeter Summit blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 11/5/97 1243897 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 3064
South Portland, ME 04106 Division
20 Perimeter Summit blvd.
Atlanta, GA 30319
</TABLE>
<PAGE> 120
<TABLE>
<CAPTION>
====================================================================================================================================
Location of Date of Recordation
Debtor Secured Party Filing Filing Number Collateral or Clear
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 11/5/97 1243898 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 3063
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 11/5/97 1243899 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 3066.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Rockford Industries, Inc. State of Maine 11/7/97 1244255 Equipment Lease. Financing
333 Western Avenue assigned to Texas Agreement No. 48128-
South Portland, ME 04106 Commerce Bank National 78139-000-290.
Assoc., as Trustee
600 Travis Street, #800
Houston, TX 77002
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 12/1/97 1246816 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 3427.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 12/16/97 1249076 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 3625.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 1/22/98 1253103 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 4190.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
</TABLE>
<PAGE> 121
<TABLE>
<CAPTION>
====================================================================================================================================
Location of Date of Recordation
Debtor Secured Party Filing Filing Number Collateral or Clear
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 1/22/98 1253104 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 4191.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 1/22/98 1253105 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 4192.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 1/22/98 1253106 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 4193.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 3/13/98 1259471 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 5370.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation AT&T Credit Corporation State of Maine 3/26/98 1261032 Equipment Lease No.
333 Western Avenue 2 Gatehall Drive E8000073 - equipment
South Portland, ME 04106 Parsippany, NJ 07054 located at
333 Western Avenue
South Portland, ME 04106
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 3/26/98 1261039 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 5395.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
</TABLE>
<PAGE> 122
<TABLE>
<CAPTION>
====================================================================================================================================
Location of Date of Recordation
Debtor Secured Party Filing Filing Number Collateral or Clear
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 6/12/98 1272336 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 7339.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
Fairchild Semiconductor Corporation AT&T Credit Corporation State of Maine 7/1/98 1274921 Equipment Lease No.
333 Western Avenue as Lessor E8000073 - equipment
South Portland, ME 04106 2 Gatehall Drive located at
Parsippany, NJ 07054 333 Western Avenue
South Portland, ME 04106
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 7/22/98 1277891 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 8533.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 7/24/98 1278252 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 8754.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 8/18/98 1281476 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 412446177.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 9/1/98 1283394 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 9672.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
</TABLE>
<PAGE> 123
<TABLE>
<CAPTION>
====================================================================================================================================
Location of Date of Recordation
Debtor Secured Party Filing Filing Number Collateral or Clear
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 9/21/98 1285715 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 10087.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 9/21/98 1285716 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 10086.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 10/6/98 1288158 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 10673.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 11/25/98 1295007 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 11659.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 11/25/98 1295008 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 11653.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 12/29/98 1299178 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 11654.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd
Atlanta, GA 30319
</TABLE>
<PAGE> 124
<TABLE>
<CAPTION>
====================================================================================================================================
Location of Date of Recordation
Debtor Secured Party Filing Filing Number Collateral or Clear
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 12/29/98 1299179 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 11655.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 12/29/98 1299180 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 11657.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 12/31/98 1299474 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 13025.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Sun Microsystems Finance State of Maine 1/19/99 1301476 Equipment Lease. Various
333 Western Avenue 5500 Wayata Blvd. equipment
South Portland, ME 04106 Suite 725 Master Lease Agreement
Golden Valley, MN 55416 #SL2659.
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 2/10/99 1304383 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 14101.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319
Fairchild Semiconductor Corporation Hewlett-Packard Company State of Maine 2/25/99 1306303 Equipment Lease. Financing
333 Western Avenue Finance & Remarketing Agreement No. 14433.
South Portland, ME 04106 Division
20 Perimeter Summit Blvd.
Atlanta, GA 30319.
</TABLE>
<PAGE> 125
<TABLE>
<CAPTION>
====================================================================================================================================
Location of Date of Recordation
Debtor Secured Party Filing Filing Number Collateral or Clear
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
Fairchild Semiconductor Corporation Copelco Capital, Inc. State of Maine 3/4/99 1307154 Equipment Lease. Financing
333 Western Avenue 700 East Gate Drive Agreement No. 0760240. 1
South Portland, ME 04106 Mt. Laurel, NJ 08054 Eaton Model NV-8200 Ion
Implantation System; 1
ASML Model PAS 5500/200B
Automatic Wafer Steppee
System.
Fairchild Semiconductor Corporation AT&T Credit Corporation State of Maine 1/16/98 9800009662 Mergin Legend System with
222 W. Las Colinas Blvd. 2 Gatehall Drive Intuity Audix and message
Ste. 380N Parsippany, NJ 07054 manager pursuant to Lease.
Irving, TX 75039
Fairchild Semiconductor Corporation AT&T Capital Leasing State of Utah 6/10/97 97-567970 Equipment Lease -
Services Inc. Millennia MXE P 166B, Mini
550 Cochituate Rd. Tower, 21" monitor.
P.O. Box 9104
Framingham, MA 01701
Fairchild Semiconductor Corporation AT&T Capital Leasing State of Utah 5/31/98 98-604746 Equipment Lease -
Services, Inc. Transport XKE P266MHZ.
550 Cochituate Rd. 32 MB, 17" monitor.
P.O. Box 9104
Framingham, MA 01701
National Semiconductor Inc. Princeton Credit Cumberland 5/8/95 Bk. 11909 Various computer equipment
Corporation, County, Maine pg. 128 pursuant to lease
Cranbury NJ agreement
National Semiconductor Inc. Princeton Credit Cumberland 5/13/96 Bk. 12761 Various computer equipment
Corporation, County, Maine pg. 34 pursuant to lease
Cranbury NJ agreement
National Semiconductor Inc. Princeton Credit Cumberland 4/15/96 Bk. 12761 Various computer equipment
Corporation County, Maine pg. 32 pursuant to lease
Cranbury NJ agreement
</TABLE>
<PAGE> 126
<TABLE>
<CAPTION>
====================================================================================================================================
Location of Date of Recordation
Debtor Secured Party Filing Filing Number Collateral or Clear
====================================================================================================================================
<S> <C> <C> <C> <C> <C>
National Semiconductor Inc. Princeton Credit Cumberland 7/31/96 Bk. 12639 Various computer equipment
Corporation County, Maine (re- pg. 186 pursuant to lease
Cranbury NJ recorded) agreement
on Bk. 12800
11/4/96 pg. 290
</TABLE>
<PAGE> 127
EXHIBIT A
[Form of]
FAIRCHILD SEMICONDUCTOR CORPORATION
ADMINISTRATIVE QUESTIONNAIRE
Please accurately complete the following information and return via Telecopy to
the attention of Maria Cabrera at Credit Suisse First Boston Agency
Administration as soon as possible, at Telecopy No. (212) 325-8304.
- --------------------------------------------------------------------------------
LENDER LEGAL NAME TO APPEAR IN DOCUMENTATION:
GENERAL INFORMATION - DOMESTIC LENDING OFFICE:
Institution Name:
Street Address:
City, State, Zip Code:
GENERAL INFORMATION - EURODOLLAR LENDING OFFICE:
Institution Name:
Street Address:
City, State, Zip Code:
POST-CLOSING, ONGOING CREDIT CONTACTS/NOTIFICATION METHODS:
CREDIT CONTACTS:
Primary Contact:
Street Address:
City, State, Zip Code:
Phone Number:
Telecopy Number:
Backup Contact:
Street Address:
City, State, Zip Code:
<PAGE> 128
Phone Number:
Telecopy Number:
TAX WITHHOLDING:
Nonresident Alien ___ Y* ___ N
* Form 4224 Enclosed
Tax ID Number _____________________
POST-CLOSING, ONGOING ADMIN. CONTACTS/NOTIFICATION METHODS:
ADMINISTRATIVE CONTACTS - BORROWINGS, PAYDOWNS, FEES, ETC.
Contact:
Street Address:
City, State, Zip Code:
Phone Number:
Telecopy Number:
PAYMENT INSTRUCTIONS:
Name of Bank to which funds are to be transferred:
Routing Transit/ABA number of Bank to which funds are to be transferred:
Name of Account, if applicable:
Account Number:
Additional information:
MAILINGS:
Please specify the person to whom the Borrower should send financial and
compliance information received subsequent to the closing (if different from
primary credit contact):
Name:
<PAGE> 129
3
Street Address:
City, State, Zip Code:
It is very important that all the above information be accurately completed and
that this questionnaire be returned to the person specified in the introductory
paragraph of this questionnaire as soon as possible. If there is someone other
than yourself who should receive this questionnaire, please notify us of that
person's name and telecopy number and we will telecopy a copy of the
questionnaire. If you have any questions about this form, please call Maria
Cabrera at (212) 325-9938.
<PAGE> 130
EXHIBIT B
[Form of]
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Credit Agreement dated as of April 14, 1999
(the "Credit Agreement"), among Fairchild Semiconductor Corporation, a Delaware
corporation (the "Borrower"), FSC Semiconductor Corporation, a Delaware
corporation, the lenders listed on Schedule 2.01 thereto (the "Lenders"), Credit
Suisse First Boston, a bank organized under the laws of Switzerland, acting
through its New York branch, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), and as collateral agent, swingline lender
and Issuing Bank (as defined therein), Salomon Brothers Holding Company Inc, as
syndication agent, and Fleet National Bank, as Issuing Bank and as documentation
agent, and ABN Amro Bank, NV, as documentation agent. Terms defined in the
Credit Agreement are used herein with the same meanings.
1. The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, without recourse, from
the Assignor, effective as of the Effective Date set forth below (but not prior
to the registration of the information contained herein in the Register pursuant
to Section 9.04(e) of the Credit Agreement), the interests set forth below (the
"Assigned Interest") in the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents, including, without limitation, the
amounts and percentages set forth below of (i) the Commitments of the Assignor
on the Effective Date set forth below (the "Effective Date"), (ii) the Loans
owing to the Assignor which are outstanding on the Effective Date and (iii)
participations in Letters of Credit and Swingline Loans which are outstanding on
the Effective Date. Each of the Assignor and the Assignee hereby makes and
agrees to be bound by all the representations, warranties and agreements set
forth in Section 9.04(c) of the Credit Agreement, a copy of which has been
received by each such party. From and after the Effective Date (i) the Assignee
shall be a party to and be bound by the provisions of the Credit Agreement and,
to the extent of the interests assigned by this Assignment and Acceptance, have
the rights and obligations of a Lender thereunder and under the Loan Documents
and (ii) the Assignor shall, to the extent of the interests assigned by this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.
2. This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is organized under the
laws of a jurisdiction outside the United States, any forms referred to in
Section 2.20(e) of the Credit Agreement, duly completed and executed by such
Assignee, (ii) if the Assignee is not already a Lender under the Credit
Agreement, an Administrative Questionnaire in the form of Exhibit A to the
Credit Agreement.
<PAGE> 131
3. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.
Date of Assignment:
Legal Name of Assignor:
Legal Name of Assignee:
Assignee's Address for Notices:
Effective Date of Assignment:
<PAGE> 132
3
<TABLE>
<CAPTION>
Percentage Assigned of
Applicable Facility/Commitment
(set forth, to at least 8
decimals, as a percentage of
the Facility and the aggregate
Commitments of all Lenders
Principal Amount Assigned thereunder)
------------------------- ------------------------------
<S> <C> <C>
Facility/Commitment
Revolving Credit $ %
Term Loans $ %
</TABLE>
The terms set forth above are
hereby agreed to: Accepted */
_________________, as Assignor * CREDIT SUISSE FIRST BOSTON,
as Administrative Agent
by:___________________________ by:___________________________
Name: Name:
Title: Title:
by:___________________________
Name:
Title:
________________, as Assignee * FAIRCHILD SEMICONDUCTOR
CORPORATION
by:___________________________ by:___________________________
Name: Name:
Title: Title:
Accepted */
* [Issuing Bank] * [Swingline Lender]
by:___________________________ by:___________________________
Name: Name:
Title: Title:
<PAGE> 133
4
by:___________________________ by:___________________________
Name: Name:
Title: Title:
______________
*/ To be completed to the extent consents are required under Section 9.04(b)
of the Credit Agreement.
<PAGE> 134
EXHIBIT C
FORM OF BORROWING REQUEST
Credit Suisse First Boston, as Administrative Agent for
the Lenders referred to below,
Eleven Madison Avenue
New York, New York 10020
Attention of [ ]
[Date]
Ladies and Gentlemen:
The undersigned, Fairchild Semiconductor Corporation (the "Company"),
refers to the Credit Agreement dated as of April 14, 1999 (the "Credit
Agreement"), among the Company, FSC Semiconductor Corporation, the lenders from
time to time party thereto (the "Lenders") and Credit Suisse First Boston, as
administrative agent for the Lenders (in such capacity, the "Agent"), collateral
agent and issuing bank. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
The Company hereby gives you notice pursuant to Section 2.03 of the Credit
Agreement that it requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the terms on which such Borrowing is requested to be
made:
(A) Date of Borrowing
(which is a Business Day) ______________________
(B) Principal Amount of
Borrowing (1) ______________________
- ---------------------
(1) Not less than $5,000,000 and in an integral multiple of $1,000,000,
but in any event not exceeding, as applicable, the available Total Revolving
Credit Commitment or the aggregate amount of the Term Loan Commitments available
at such time.
<PAGE> 135
2
(C) Interest rate basis (2) ______________________
(D) Interest Period and the last
day thereof (3) ______________________
(E) Funds are requested to be disbursed to the Company's account with
Credit Suisse First Boston (Account No. ).
Upon acceptance of any or all of the Loans offered by the Lenders in
response to this request, the Company shall be deemed to have represented and
warranted that the conditions to lending specified in Sections 4.01(b) and (c)
of the Credit Agreement have been satisfied.
FAIRCHILD SEMICONDUCTOR
CORPORATION,
by:
Name:
Title: [Responsible Officer]
- ---------------------
(2) Specify (a) Term Borrowing or Revolving Credit Borrowing and (b)
Eurodollar Borrowing or ABR Borrowing.
(3) Which shall be subject to the definition of "Interest Period" and
end not later than the Maturity Date (applicable only for Eurodollar Borrowings
only).
<PAGE> 136
EXECUTION COPY
INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT
dated as of April 14, 1999, among FAIRCHILD SEMICONDUCTOR
CORPORATION, a Delaware corporation (the "Borrower"), each
Subsidiary of the Borrower listed on Schedule I hereto (the
"Guarantors") and CREDIT SUISSE FIRST BOSTON, a bank organized
under the laws of Switzerland, acting through its New York
branch ("CSFB"), as collateral agent (in such capacity, the
"Collateral Agent") for the Secured Parties (as defined in the
Credit Agreement referred to below).
Reference is made to (a) the Credit Agreement dated as of April 14,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, FSC SEMICONDUCTOR CORPORATION, a
Delaware corporation, the lenders from time to time party thereto (the
"Lenders"), CSFB, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), and as Collateral Agent, swingline lender and Issuing
Bank (as defined therein), Salomon Brothers Holding Company Inc, as syndication
agent, and Fleet National Bank, as Issuing Bank and as documentation agent and
ABN Amro Bank, NV, as documentation agent and (b) the Subsidiary Guarantee
Agreement dated as of April 14, 1999, among the Guarantors and the Collateral
Agent (the "Guarantee Agreement"). Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
The Lenders have agreed to make Loans to the Borrower, and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. The Guarantors have guaranteed such Loans and the other
Obligations (as defined in the Guarantee Agreement) of the Borrower under the
Credit Agreement pursuant to the Guarantee Agreement; certain Guarantors have
granted Liens on and security interests in certain of their assets to secure
such guarantees. The obligations of the Lenders to make Loans and of the Issuing
Bank to issue Letters of Credit are conditioned on, among other things, the
execution and delivery by the Borrower and the Guarantors of an agreement in the
form hereof.
<PAGE> 137
Accordingly, the Borrower, each Guarantor and the Collateral Agent
agree as follows:
SECTION 1. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but
subject to Section 3), the Borrower agrees that (a) in the event a payment shall
be made by any Guarantor under the Guarantee Agreement, the Borrower shall
indemnify such Guarantor for the full amount of such payment and such Guarantor
shall be subrogated to the rights of the person to whom such payment shall have
been made to the extent of such payment and (b) in the event any assets of any
Guarantor shall be sold pursuant to any Security Document to satisfy a claim of
any Secured Party, the Borrower shall indemnify such Guarantor in an amount
equal to the greater of the book value or the fair market value of the assets so
sold.
SECTION 2. Contribution and Subrogation. Each Guarantor (a
"Contributing Guarantor") agrees (subject to Section 3) that, in the event a
payment shall be made by any other Guarantor under the Guarantee Agreement or
assets of any other Guarantor shall be sold pursuant to any Security Document to
satisfy a claim of any Secured Party and such other Guarantor (the "Claiming
Guarantor") shall not have been fully indemnified by the Borrower as provided in
Section 1, the Contributing Guarantor shall indemnify the Claiming Guarantor in
an amount equal to the amount of such payment or the greater of the book value
or the fair market value of such assets, as the case may be, in each case
multiplied by a fraction of which the numerator shall be the net worth of the
Contributing Guarantor on the date hereof and the denominator shall be the
aggregate net worth of all the Guarantors on the date hereof (or, in the case of
any Guarantor becoming a party hereto pursuant to Section 12, the date of the
Supplement hereto executed and delivered by such Guarantor). Any Contributing
Guarantor making any payment to a Claiming Guarantor pursuant to this Section 2
shall be subrogated to the rights of such Claiming Guarantor under Section 1 to
the extent of such payment.
SECTION 3. Subordination. Notwithstanding any provision of this
Agreement to the contrary, all rights of the Guarantors under Sections 1 and 2
and all other rights of indemnity, contribution or subrogation under applicable
law or otherwise shall be fully subordinated to the indefeasible payment in full
in cash of the Obligations. No failure on the part of the Borrower or any
Guarantor to make the payments required by Sections 1 and 2 (or any other
payments required under applicable law or otherwise) shall in any respect limit
the obligations and liabilities of any Guarantor with respect to its obligations
hereunder, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor hereunder.
SECTION 4. Termination. This Agreement shall survive and be in full
force and effect so long as any Obligation is outstanding and has not been
indefeasibly paid in full in cash, and so long as the L/C Exposure has not been
reduced to zero or any of the Commitments under the Credit Agreement have not
been terminated, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by any Secured Party or any Guarantor
upon the bankruptcy or reorganization of the Borrower, any Guarantor or other-
wise.
<PAGE> 138
SECTION 5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. No Waiver; Amendment. (a) No failure on the part of the
Collateral Agent or any Guarantor to exercise, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy by the
Collateral Agent or any Guarantor preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law. None of
the Collateral Agent and the Guarantors shall be deemed to have waived any
rights here under unless such waiver shall be in writing and signed by such
parties.
(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to a written agreement entered into between
the Borrower, the Guarantors and the Collateral Agent, with the prior written
consent of the Required Lenders (except as otherwise provided in the Credit
Agreement).
SECTION 7. Notices. All communications and notices hereunder shall be
in writing and given as provided in the Guarantee Agreement and addressed as
specified therein.
SECTION 8. Binding Agreement; Assignments. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of the parties that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns. Neither the Borrower nor any Guarantor may assign or transfer any of
its rights or obligations hereunder (and any such attempted assignment or
transfer shall be void) without the prior written consent of the Required
Lenders. Notwithstanding the foregoing, at the time any Guarantor is released
from its obligations under the Guarantee Agreement in accordance with such
Guarantee Agreement and the Credit Agreement, such Guarantor will cease to have
any rights or obligations under this Agreement.
SECTION 9. Survival of Agreement; Severability. (a) All covenants and
agreements made by the Borrower and each Guarantor herein and in the
certificates or other instruments prepared or delivered in connection with this
Agreement or the other Loan Documents shall be considered to have been relied
upon by the Collateral Agent, the other Secured Parties and each Guarantor and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loans or any
other fee or amount payable under the Credit Agreement or this Agreement or
under any of the other Loan Documents is outstanding and unpaid or the L/C
Exposure does not equal zero and as long as the Commitments have not been
terminated.
(b) In case any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, no
party hereto shall be required to comply with such provision for so long as such
provision is held to be invalid, illegal or unenforceable, but the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby. The parties shall
<PAGE> 139
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 10. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement shall be effective with
respect to any Guarantor when a counterpart bearing the signature of such
Guarantor shall have been delivered to the Collateral Agent. Delivery of an
executed signature page to this Agreement by facsimile transmission shall be as
effective as delivery of a manually signed counterpart of this Agreement.
SECTION 11. Rules of Interpretation. The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to this
Agreement.
SECTION 12. Additional Guarantors. Pursuant to Section 5.11 of the
Credit Agreement, each Domestic Subsidiary (other than any Inactive Subsidiary)
of the Borrower that was not in existence or not such a Subsidiary on the date
of the Credit Agreement is required to enter into the Guarantee Agreement as a
Guarantor upon becoming such a Subsidiary (or upon ceasing to be an Inactive
Subsidiary). Upon execution and delivery, after the date hereof, by the
Collateral Agent and such a Subsidiary of an instrument in the form of Annex 1
hereto, such Subsidiary shall become a Guarantor hereunder with the same force
and effect as if originally named as a Guarantor hereunder. The execution and
delivery of any instrument adding an additional Guarantor as a party to this
Agreement shall not require the consent of any Guarantor hereunder. The rights
and obligations of each Guarantor hereunder shall remain in full force and
effect notwithstanding the addition of any new Guarantor as a party to this
Agreement.
<PAGE> 140
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first appearing above.
FAIRCHILD SEMICONDUCTOR
CORPORATION,
by:
---------------------------
Name:
Title:
EACH OF THE SUBSIDIARIES LISTED
ON SCHEDULE I HERETO, as a
Guarantor,
by:
---------------------------
Name:
Title: Authorized Officer
CREDIT SUISSE FIRST BOSTON, as
Collateral Agent,
by:
---------------------------
Name:
Title:
by:
---------------------------
Name:
Title:
<PAGE> 141
SCHEDULE I
to the Indemnity Subrogation
and Contribution Agreement
Guarantors
<TABLE>
<CAPTION>
Name Address
<S> <C>
</TABLE>
<PAGE> 142
Annex 1 to
the Indemnity, Subrogation and
Contribution Agreement
SUPPLEMENT NO. ___ dated as of [ ], to the Indemnity,
Subrogation and Contribution Agreement dated as of April 14,
1999 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Indemnity, Subrogation and
Contribution Agreement"), among FAIRCHILD SEMICONDUCTOR
CORPORATION, a Delaware corporation (the "Borrower") each
Subsidiary of the Borrower listed on Schedule I thereto (the
"Guarantors"), and CREDIT SUISSE FIRST BOSTON, a bank
organized under the laws of Switzerland, acting through its
New York branch ("CSFB"), as collateral agent (the "Collateral
Agent") for the Secured Parties (as defined in the Credit
Agreement referred to below).
A. Reference is made to (a) the Credit Agreement dated as of April 14,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, FSC SEMICONDUCTOR CORPORATION, a
Delaware corporation, the lenders from time to time party thereto (the
"Lenders"), CSFB, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), and as Collateral Agent, swingline lender and Issuing
Bank (as defined therein), Salomon Brothers Holding Company Inc, as syndication
agent, Fleet National Bank, as Issuing Bank and as documentation agent and ABN
Amro Bank, NV, as documentation agent, and (b) the Subsidiary Guarantee
Agreement dated as of April 14, 1999, among the Guarantors and the Collateral
Agent (the "Guarantee Agreement").
B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Indemnity, Subrogation and
Contribution Agreement and the Credit Agreement.
C. The Borrower and the Guarantors have entered into the Indemnity,
Subrogation and Contribution Agreement in order to induce the Lenders to make
Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.11
of the Credit Agreement, each Domestic Subsidiary (other than any Inactive
Subsidiary) of the Borrower that was not in existence or not such a Subsidiary
on the date of the Credit Agreement is required to enter into the Guarantee
Agreement as a Guarantor upon becoming a Subsidiary (or ceasing to be an
Inactive Subsidiary). Section 12 of the Indemnity, Subrogation and Contribution
Agreement provides that additional Subsidiaries of the Borrower may become
Guarantors under the Indemnity, Subrogation and Contribution Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary of the Borrower (the "New Guarantor") is executing this
Supplement in accordance with the requirements of the Credit Agreement to become
a Guarantor under the Indemnity, Subrogation and Contribution Agreement in order
to induce the Lenders to make additional Loans and the Issuing Bank to issue
additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.
<PAGE> 143
Accordingly, the Collateral Agent and the New Guarantor agree as
follows:
SECTION 1. In accordance with Section 12 of the Indemnity, Subrogation
and Contribution Agreement, the New Guarantor by its signature below becomes a
Guarantor under the Indemnity, Subrogation and Contribution Agreement with the
same force and effect as if originally named therein as a Guarantor and the New
Guarantor hereby agrees to all the terms and provisions of the Indemnity,
Subrogation and Contribution Agreement applicable to it as a Guarantor
thereunder. Each reference to a "Guarantor" in the Indemnity, Subrogation and
Contribution Agreement shall be deemed to include the New Guarantor. The
Indemnity, Subrogation and Contribution Agreement is hereby incorporated herein
by reference.
SECTION 2. The New Guarantor represents and warrants to the Collateral
Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.
SECTION 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Collateral
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of the New Guarantor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.
SECTION 4. Except as expressly supplemented hereby, the Indemnity,
Subrogation and Contribution Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Indemnity, Subrogation and Contribution Agreement shall not in
any way be affected or impaired. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing
and given as provided in Section 7 of the Indemnity, Subrogation and
Contribution Agreement. All communications and notices hereunder to the New
Guarantor shall be given to it at the address set forth under its signature.
SECTION 8. The New Guarantor agrees to reimburse the Collateral Agent
for its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.
<PAGE> 144
3
IN WITNESS WHEREOF, the New Guarantor and the Collateral Agent have
duly executed this Supplement to the Indemnity, Subrogation and Contribution
Agreement as of the day and year first above written.
[Name Of New Guarantor],
by:
--------------------------
Name:
Title:
Address:
CREDIT SUISSE FIRST BOSTON, as
Collateral Agent,
by:
--------------------------
Name:
Title:
by:
--------------------------
Name:
Title:
<PAGE> 145
SCHEDULE I
to Supplement No.___ to the Indemnity
Subrogation and Contribution Agreement
Guarantors
<TABLE>
<CAPTION>
Name Address
<S> <C>
- -
</TABLE>
<PAGE> 146
EXHIBIT E-1
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FINANCING STATEMENT
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FINANCING STATEMENT dated as of April
14, 1999 (this "Mortgage"), by FAIRCHILD SEMICONDUCTOR
CORPORATION, a Delaware corporation, having an office at 333
Western Avenue, South Portland, Maine 04106 (the "Mortgagor"),
to CREDIT SUISSE FIRST BOSTON, a bank organized under the laws
of Switzerland, acting through its New York branch, having an
office at Eleven Madison Avenue, New York, New York 10010
("CSFB"), as collateral agent (in such capacity, the
"Collateral Agent") for the benefit of the Secured Parties (as
defined below) (the Collateral Agent, in such capacity, the
"Mortgagee");
WITNESSETH THAT:
A. Reference is made to the Credit Agreement dated as of April 14, 1999
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Mortgagor (the "Borrower"), FSC Semiconductor
Corporation, a Delaware corporation, the financial institutions party thereto as
lenders (together with the Swingline Lender (as defined below), the "Lenders"),
CSFB, as administrative agent (in such capacity, the "Agent"), and as Collateral
Agent, swingline lender (in such capacity, the "Swingline Lender") and Issuing
Bank (as defined therein), Salomon Brothers Holding Company Inc, as syndication
agent, and Fleet National Bank, as Issuing Bank and as documentation agent, and
ABN Amro Bank, NV, as documentation agent. As used herein, the term "Secured
Parties" shall mean (i) the Lenders, (ii) the Collateral Agent, (iii) the Agent,
(iii) the Issuing Bank, (iv) each counterparty to an Interest Rate Protection
Agreement entered into with the Borrower if such counterparty was a Lender at
the time the Interest Rate Protection Agreement was entered into, (v) the
beneficiaries of each indemnification obligation undertaken by the Borrower
under any Loan Document and (vi) the successors and permitted assigns of each of
the foregoing. Each capitalized term used herein but not defined herein shall
have the meaning assigned to such term in the Credit Agreement. Pursuant to the
Credit Agreement, (i) the Lenders have lent or agreed to lend to the Borrower
(a) on a term basis, Term Loans in an aggregate principal amount not in excess
of $310,000,000, and (b) on a revolving basis, Revolving Credit Loans, at any
time and from time to time prior to the Termination Date, in an aggregate
principal amount at any time outstanding not in excess of $100,000,000, (ii) the
Swingline Lender has agreed to lend, on a revolving basis, Swingline Loans, at
any time and from time to time prior to the Termination Date applicable thereto,
in an aggregate principal amount at any time outstanding not in excess of
$10,000,000 and (iii) the Issuing Bank has issued and has agreed to issue
Letters of Credit in an aggregate face amount at any time outstanding not in
excess of $25,000,000 (the loans and other extensions of credit described in
items (i)-(iii) together with any advances under
<PAGE> 147
the Credit Agreement, collectively, the "Loans"), in each case on the terms and
subject to the conditions of the Credit Agreement.
B. In order to induce the Lenders to make Loans and the Issuing Bank to
issue Letters of Credit, the Subsidiaries have agreed to guarantee pursuant to
the Subsidiary Guarantee Agreement the due and punctual payment and performance
of Obligations (as defined in paragraph C below).
C. The obligations of the Lenders to make Loans and of the Issuing Bank
to issue Letters of Credit under the Credit Agreement are conditioned upon,
among other things, the execution and delivery by the Mortgagor of this Mortgage
in the form hereof, to secure (a) the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral,
(iii) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Mortgagor and the Borrower to
the Secured Parties under the Credit Agreement, this Mortgage and the other Loan
Documents to which the Mortgagor or the Borrower is or is to be a party and (iv)
any future advances made to the Borrower pursuant to paragraph 5 of Appendix A
hereto, (b) the due and punctual performance of all covenants, agreements,
obligations and liabilities of the Mortgagor and the Borrower under or pursuant
to the Credit Agreement, this Mortgage and the other Loan Documents and (c) the
due and punctual payment and performance of all obligations of the Borrower
under each Interest Rate Agreement entered into with a counterparty that was a
Lender at the time such Interest Rate Agreement was entered into (all the
obligations referred to in this paragraph C being referred to collectively, as
the "Obligations").
D. Pursuant to the requirements of the Credit Agreement, the Mortgagor
is entering into this Mortgage to create a security interest in the Mortgaged
Property (as defined herein) to secure the performance and payment by the
Mortgagor and the Borrower of the Obligations. The Credit Agreement also
requires the granting by other Loan Parties of mortgages or Deed of Trusts (the
"Other Mortgages") that create security interests in certain Mortgaged
Properties other than the Mortgaged Property to secure the performance of the
Obligations.
<PAGE> 148
3
Granting Clauses
NOW THEREFORE, IN CONSIDERATION OF the foregoing and in order to secure
(A) the due and punctual payment and performance of the Obligations, (B) the due
and punctual payment by the Mortgagor of all taxes and insurance premiums
relating to the Mortgaged Property and (C) all disbursements made by Mortgagee
for the payment of taxes, common area charges or insurance premiums, all fees,
expenses or advances in connection with or relating to the Mortgaged Property,
and interest on such disbursements and other amounts not timely paid in
accordance with the terms of the Credit Agreement, this Mortgage and the other
Loan Documents, Mortgagor hereby grants, conveys, mortgages, assigns and pledges
to the Mortgagee (for the ratable benefit of the Secured Parties), all the
following described property (the "Mortgaged Property") whether now owned or
held or hereafter acquired:
(1) all Mortgagor's right, title and interest in all the fee
estate in the land more particularly described on Exhibit A hereto (the
"Land"), together with all rights appurtenant thereto, including the
easements over certain other adjoining land granted by any easement
agreements, covenant or restrictive agreements and all air rights,
mineral rights, water rights, oil and gas rights and development
rights, if any, relating thereto, and also together with all of the
other easements, rights, privileges, interests, hereditaments and
appurtenances thereunto belonging or in anyway appertaining and all of
the estate, right, title, interest, claim or demand whatsoever of
Mortgagor therein and in the streets and ways adjacent thereto, either
in law or in equity, in possession or expectancy, now or hereafter
acquired (the "Premises");
(2) all Mortgagor's right, title and interest in all
buildings, improvements, structures, paving, parking areas, walkways
and landscaping now or hereafter erected or located upon the Land, and
all fixtures of every kind and type affixed to the Premises or attached
to or forming part of any structures, buildings or improvements and
replacements thereof now or hereafter erected or located upon the Land
(the "Improvements");
(3) all Mortgagor's right, title and interest in all
apparatus, movable appliances, building materials, equipment, fittings,
furnishings, furniture, machinery and other articles of tangible
personal property of every kind and nature, and replacements thereof,
now or at any time hereafter placed upon or used in any way in
connection with the use, enjoyment, occupancy or operation of the
Improvements or the Premises, including all of Mortgagor's books and
records relating thereto and including all pumps, tanks, goods,
machinery, tools, equipment, lifts (including fire sprinklers and alarm
systems, fire prevention or control systems, cleaning rigs, air
conditioning, heating, boilers, refrigerating, electronic monitoring,
water, loading, unloading, lighting, power, sanitation, waste removal,
entertainment, communications, computers, recreational, window or
structural, maintenance, truck or car repair and all other equipment of
every kind), restaurant, bar and all other
<PAGE> 149
4
indoor or outdoor furniture (including tables, chairs, booths, serving
stands, planters, desks, sofas, racks, shelves, lockers and cabinets),
bar equipment, glasses, cutlery, uniforms, linens, memorabilia and
other decorative items, furnishings, appliances, supplies, inventory,
rugs, carpets and other floor coverings, draperies, drapery rods and
brackets, awnings, venetian blinds, partitions, chandeliers and other
lighting fixtures, freezers, refrigerators, walk-in coolers, signs
(indoor and outdoor), computer systems, cash registers and inventory
control systems, and all other apparatus, equipment, furniture,
furnishings, and articles used in connection with the use or operation
of the Improvements or the Premises, it being understood that the
enumeration of any specific articles of property shall in no way result
in or be held to exclude any items of property not specifically
mentioned (the property referred to in this subparagraph (3), the
"Personal Property");
(4) all Mortgagor's right, title and interest in all general
intangibles relating to design, development, operation, management and
use of the Premises or the Improvements, all certificates of occupancy,
zoning variances, building, use or other permits, approvals,
authorizations and consents obtained from and all materials prepared
for filing or filed with any governmental agency in connection with the
development, use, operation or management of the Premises and
Improvements, all construction, service, engineering, consulting,
leasing, architectural and other similar contracts concerning the
design, construction, management, operation, occupancy and/or use of
the Premises and Improvements, all architectural drawings, plans,
specifications, soil tests, feasibility studies, appraisals,
environmental studies, engineering reports and similar materials
relating to any portion of or all of the Premises and Improvements, and
all payment and performance bonds or warranties or guarantees relating
to the Premises or the Improvements, all to the extent assignable (the
"Permits, Plans and Warranties");
(5) Mortgagor's interest in and rights under any and all now
or hereafter existing leases or licenses (under which Mortgagor is
landlord or licensor) and subleases (under which Mortgagor is
sublandlord), concession, management, mineral or other agreements of a
similar kind that permit the use or occupancy of the Premises or the
Improvements for any purpose in return for any payment, or the
extraction or taking of any gas, oil, water or other minerals from the
Premises in return for payment of any fee, rent or royalty
(collectively, "Leases"), and all agreements or contracts for the sale
or other disposition of all or any part of the Premises or the
Improvements, now or hereafter entered into by Mortgagor, together with
all charges, fees, income, issues, profits, receipts, rents, revenues
or royalties payable thereunder ("Rents");
(6) all Mortgagor's right, title and interest in and to all
real estate tax refunds and all proceeds of the conversion, voluntary
or involuntary, of any of the Mortgaged Property into cash or
liquidated claims ("Proceeds"), including Proceeds of insurance
maintained by the Mortgagor and condemnation awards, any awards that
may
<PAGE> 150
5
become due by reason of the taking by eminent domain or any transfer in
lieu thereof of the whole or any part of the Premises or Improvements
or any rights appurtenant thereto, and any awards for change of grade
of streets, together with any and all moneys now or hereafter on
deposit for the payment of real estate taxes, assessments or common
area charges levied against the Mortgaged Property, unearned premiums
on policies of fire and other insurance maintained by the Mortgagor
covering any interest in the Mortgaged Property or required by the
Credit Agreement; and
(7) all Mortgagor's right, title and interest in and to all
extensions, improvements, betterments, renewals, substitutes and
replacements of and all additions and appurtenances to, the Land, the
Premises, the Improvements, the Personal Property, the Permits, Plans
and Warranties and the Leases, hereinafter acquired by or released to
the Mortgagor or constructed, assembled or placed by the Mortgagor on
the Land, the Premises or the Improvements, and all conversions of the
security constituted thereby, immediately upon such acquisition,
release, construction, assembling, placement or conversion, as the case
may be, and in each such case, without any further mortgage, deed of
trust, conveyance, assignment or other act by the Mortgagor, all of
which shall become subject to the lien of this Mortgage as fully and
completely, and with the same effect, as though now owned by the
Mortgagor and specifically described herein.
TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee, its
successors and assigns, for the ratable benefit of the Secured Parties,
forever, subject only to the Permitted Encumbrances (as hereinafter defined) and
to satisfaction and cancelation as provided in Section 3.04.
ARTICLE I
Representations, Warranties and Covenants of Mortgagor
Mortgagor agrees, covenants, represents and/or warrants as follows:
SECTION 1.01. Title. (a) Mortgagor has good and marketable title to an
indefeasible fee estate in the Land and Improvements subject to no lien, charge
or encumbrance, and this Mortgage is and will remain a valid and enforceable
first and prior lien on the Premises, Improvements and the Rents subject only
to, in each case, Liens permitted by Section 6.02 of the Credit Agreement and
the exceptions and encumbrances referred to in Schedule B to the title insurance
policy being issued to insure the lien of this Mortgage (collectively, the
"Permitted Encumbrances"). The Permitted Encumbrances do not materially
interfere with the current use, enjoyment or operation of the Mortgaged
Property.
(b) Mortgagor has good and marketable title to all the Personal
Property subject to no lien, charge or encumbrance other than this Mortgage and
the Permitted Encumbrances.
<PAGE> 151
6
Except as permitted under the Credit Agreement, the Personal Property is not and
will not become the subject matter of any lease or other arrangement that is not
a Permitted Encumbrance whereby the ownership of any Personal Property will be
held by any person or entity other than Mortgagor; except as permitted under the
Credit Agreement, none of the Personal Property will be removed from the
Premises or the Improvements unless the same is no longer needed for the
continued operation of the Premises and the Improvements as currently operated
(or as then operated, to the extent that any change from the current manner of
operation was permitted by the Credit Agreement) or is replaced by other
Personal Property of substantially equal or greater utility and value; and
Mortgagor will not create or cause to be created (other than Permitted
Encumbrances) any security interest covering any of the Personal Property other
than the security interest in the Personal Property created in favor of
Mortgagee by this Mortgage or any other agreement collateral hereto. The
Mortgaged Property is served by water, gas, electric, septic, storm and sanitary
sewage facilities, and such utilities serving the Premises and the Improvements
are located in and in the future will be located fully within the Premises.
There is vehicular access to the Premises and the Improvements which is provided
by, either a public right-of-way abutting and contiguous with the Land or valid
recorded unsubordinated easements.
(c) Except as set forth on Schedule A hereto, there are no leases
affecting a material portion of the Mortgaged Property. Each Lease is in full
force and effect, and, except as set forth on Schedule A hereto, Mortgagor has
not given, nor to Mortgagor's knowledge has it received, any uncured or unwaived
notice of default with respect to any material obligation under any Lease. Each
Lease is subject to no lien, charge or encumbrance other than this Mortgage and
the Permitted Encumbrances. Mortgagor has not received any notice of, nor has
any knowledge of any pending or contemplated condemnation proceeding affecting
the Mortgaged Property or any sale or disposition thereof in lieu of
condemnation. Mortgagor is not obligated under any right of first refusal,
option or other contractual right to sell, assign or otherwise dispose of any
Mortgaged Property or any interest therein.
(d) All easement agreements, covenant or restrictive agreements,
supplemental agreements and any other instruments hereinabove referred to and
mortgaged hereby (collectively, the "Agreements") are and will remain valid,
subsisting and in full force and effect, unless the failure to remain valid,
subsisting and in full force and effect, individually or in the aggregate, could
not reasonably be expected to have a material adverse effect on the Mortgaged
Property, and Mortgagor is not in default thereunder and has fully performed the
material terms thereof required to be performed through the date hereof, and has
no knowledge of any default thereunder or failure to fully perform the terms
thereof by any other party, nor of the occurrence of any event that after notice
or the passage of time or both will constitute a default thereunder. Mortgagor
is in compliance, and shall comply, with all Agreements and Legal Requirements
(including land use and zoning ordinances, regulations and restrictions)
affecting the Mortgaged Property, except for any Agreements and Legal
Requirements, the failure to comply with which could not reasonably be expected
to have a material adverse effect on the Mortgaged Property.
<PAGE> 152
7
(e) Mortgagor has good and lawful right and full power and authority to
mortgage the Mortgaged Property and will forever warrant and defend its title to
the Mortgaged Property, the rights of Mortgagee therein under this Mortgage and
the validity and priority of the lien of this Mortgage thereon against the
claims of all persons and parties except those having rights under Permitted
Encumbrances to the extent of those rights.
(f) This Mortgage, when duly recorded in the appropriate public records
and when financing statements are duly filed in the appropriate public records,
will create a valid, perfected and enforceable lien upon and security interest
in all the Mortgaged Property and there will be no defenses or offsets to this
Mortgage that will be asserted by Mortgagor or its Affiliates (or any third
party defense or offset now known to Mortgagor or its Affiliates) or to any of
the Obligations secured hereby for so long as any portion of the Obligations is
outstanding.
SECTION 1.02. Credit Agreement; Certain Amounts. (a) This Mortgage is
given pursuant to the Credit Agreement. Each and every term and provision of the
Credit Agreement (excluding the governing law provisions thereof), including the
rights, remedies, obligations, covenants, conditions, agreements, indemnities,
representations and warranties of the parties thereto shall be considered as if
a part of this Mortgage.
(b) To the extent there is a conflict between the terms of this
Mortgage and the terms of the Credit Agreement, (except with respect to Section
1.01 hereof), the terms of the Credit Agreement shall control.
(c) If any remedy or right of Mortgagee pursuant hereto is acted upon
by Mortgagee or if any actions or proceedings (including any bankruptcy,
insolvency or reorganization proceedings) are commenced in which Mortgagee is
made a party and is obliged to defend or uphold or enforce this Mortgage or the
rights of Mortgagee hereunder or the terms of any Lease, or if a condemnation
proceeding is instituted affecting the Mortgaged Property, Mortgagor will pay
all reasonable sums, including reasonable attorneys' fees and disbursements,
incurred by Mortgagee related to the exercise of any remedy or right of
Mortgagee pursuant hereto or for the reasonable expense of any such action or
proceeding together with all statutory or other costs, disbursements and
allowances, interest thereon from the date of demand for payment thereof at the
rate specified in clause (b) of Section 2.07 of the Credit Agreement (the
"Default Interest Rate"), and such sums and the interest thereon shall, to the
extent permissible by law, be a lien on the Mortgaged Property prior to any
right, title to, interest in or claim upon the Mortgaged Property attaching or
accruing subsequent to the recording of this Mortgage and shall be secured by
this Mortgage to the extent permitted by law. Any payment of amounts due under
this Mortgage not made on or before the due date for such payments shall accrue
interest daily without notice from the due date until paid at the Default
Interest Rate, and such interest at the Default Interest Rate shall be
immediately due upon demand by Mortgagee.
<PAGE> 153
8
SECTION 1.03. Payment of Taxes, Liens and Charges. (a) Except as may be
permitted by the Credit Agreement, Mortgagor will pay and discharge from time to
time prior to the time when the same shall become delinquent, and before any
interest or penalty accrues thereon or attaches thereto, all taxes of every kind
and nature, all general and special assessments, levies, permits, inspection and
license fees, all water and sewer rents, all vault charges, and all other public
charges, and all service charges, common area charges, private maintenance
charges, utility charges and all other private charges, whether of a like or
different nature, imposed upon or assessed against the Mortgaged Property or
any part thereof or upon the Rents from the Mortgaged Property or arising in
respect of the occupancy, use or possession thereof.
(b) In the event of the passage of any state, Federal, municipal or
other governmental law, order, rule or regulation subsequent to the date hereof
(i) deducting from the value of real property for the purpose of taxation any
lien or encumbrance thereon or in any manner changing or modifying the laws now
in force governing the taxation of this Mortgage or debts secured by mortgages
or deeds of trust (other than laws governing income, franchise and similar taxes
generally) or the manner of collecting taxes thereon and (ii) imposing a tax to
be paid by Mortgagee, either directly or indirectly, on this Mortgage or any of
the Loan Documents or to require an amount of taxes to be withheld or deducted
therefrom, Mortgagor will promptly notify Mortgagee of such event. In such event
Mortgagor shall (i) agree to enter into such further instruments as may be
reasonably necessary or desirable to obligate Mortgagor to make any applicable
additional payments and (ii) Mortgagor shall make such additional payments.
(c) At any time that an Event of Default shall occur hereunder and be
continuing, or if required by any law applicable to Mortgagor or to Mortgagee,
Mortgagee shall have the right to direct Mortgagor to make an initial deposit on
account of real estate taxes and assessments, insurance premiums and common area
charges, levied against or payable in respect of the Mortgaged Property in
advance and thereafter semi-annually, each such deposit to be equal to one-half
of any such annual charges estimated in a reasonable manner by Mortgagee in
order to accumulate with Mortgagee sufficient funds to pay such taxes,
assessments, insurance premiums and charges.
SECTION 1.04. Payment of Closing Costs. Mortgagor shall pay all costs
in connection with, relating to or arising out of the preparation, execution and
recording of this Mortgage, including title company premiums and charges,
inspection costs, survey costs, recording fees and taxes, reasonable attorneys',
engineers', appraisers' and consultants' fees and disbursements and all other
similar reasonable expenses of every kind.
SECTION 1.05. Alterations and Waste; Plans. (a) Except as may be
permitted by the Credit Agreement, no Improvements will be materially altered or
demolished or removed in whole or in part by Mortgagor. Mortgagor will not erect
any additions to the existing Improvements or other structures on the Premises
which will materially interfere with the operation conducted thereon on the date
hereof, without the written consent of Mortgagee.
<PAGE> 154
9
Mortgagor will not commit any waste on the Mortgaged Property or make any
alteration to, or change in the use of, the Mortgaged Property that will
materially diminish the utility thereof for the operation of the business except
as may be permitted under the Credit Agreement or materially increase any
ordinary fire or other hazard arising out of construction or operation, but in
no event shall any such alteration or change be contrary to the terms of any
insurance policy required to be kept pursuant to Section 1.06. Mortgagor will
maintain and operate the Improvements and Personal Property in good repair,
working order and condition, reasonable wear and tear excepted.
(b) To the extent the same exist on the date hereof or are obtained in
connection with future permitted alterations, Mortgagor shall maintain a
complete set of final plans, specifications, blueprints and drawings for the
Mortgaged Property either at the Mortgaged Property or in a particular office at
the headquarters of Mortgagor to which Mortgagee shall have access upon
reasonable advance notice and at reasonable times.
SECTION 1.06. Insurance. Mortgagor will keep or cause to be kept the
Improvements and Personal Property insured against such risks, and in the
manner, required by Section 5.02 of the Credit Agreement.
SECTION 1.07. Casualty and Condemnation. (a) Notwithstanding any other
provision of this Mortgage or the Credit Agreement, Mortgagee is authorized, at
its option (for the benefit of the Secured Parties), to collect and receive, to
the extent payable to any Loan Party, all insurance proceeds, damages, claims
and rights of action under any insurance policies with respect to any casualty
or other insured damage ("Casualty") to any portion of the Mortgaged Property
(collectively, "Casualty Proceeds"), unless the amount of the related Casualty
Proceeds is less than $2,500,000 and an Event of Default shall not have occurred
and be continuing, in which event Mortgagor may retain such Casualty Proceeds
for application in accordance with this Section 1.07 to the extent that the
Mortgagor has delivered a certificate to the Mortgagee within 10 days of such
Casualty, stating that such Casualty Proceeds shall be applied, or shall be
committed to be applied, within 180 days of such Casualty, in accordance with
this Section 1.07; provided that to the extent such Casualty Proceeds are (i)
not so applied, or committed to be so applied within 180 days of any such
Casualty or (ii) if committed to be so applied within 180 days of any such
Casualty, not so applied within one year of such Casualty, Mortgagor shall
promptly remit such Casualty Proceeds to Mortgagee to prepay the outstanding
Term Loans as provided in Section 2.13(f) of the Credit Agreement. Mortgagor
shall notify Mortgagee, in writing, promptly after Mortgagor obtains notice or
knowledge of any Casualty which Mortgagor reasonably believes will cost more
than $500,000 to repair, which notice shall set forth a description of such
Casualty and Mortgagor's good faith estimate of the amount of related damages.
Subject to the foregoing limitations, Mortgagor shall endorse and transfer or
cause to be endorsed or transferred any Casualty Proceeds received by it or any
other Loan Party to Mortgagee.
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(b) Mortgagor will notify Mortgagee immediately upon obtaining
knowledge of the institution of any action or proceeding for the taking of the
Mortgaged Property, or any part thereof or interest therein, for public or
quasi-public use under the power of eminent domain, by reason of any public
improvement or condemnation proceeding, or in any other manner (a
"Condemnation"). No settlement or compromise of any claim in excess of $500,000
in connection with any such action or proceeding shall be made without the
consent of Mortgagee, which consent shall not be unreasonably withheld.
Mortgagee is authorized, at its option (for the benefit of the Secured Parties),
to collect and receive all proceeds of any such Condemnation (in each case, the
"Condemnation Proceeds") unless the amount of such Condemnation Proceeds is less
than $2,500,000 and an Event of Default shall not have occurred and be
continuing, in which event Mortgagor may retain such Condemnation Proceeds for
application in accordance with this Section 1.07 to the extent that the
Mortgagor has delivered a certificate to the Mortgagee within 10 days of such
Condemnation, stating that such Condemnation Proceeds shall be applied, or shall
be committed to be applied, within 180 days of such Condemnation, in accordance
with this Section 1.07; provided that to the extent such Condemnation Proceeds
are (i) not so applied, or committed to be so applied within 180 days of any
such Condemnation or (ii) if committed to be so applied within 180 days of any
such Condemnation, not so applied within one year of such Condemnation,
Mortgagor shall promptly remit such Condemnation Proceeds to Mortgagee to prepay
the outstanding Term Loans as provided in Section 2.13(f) of the Credit
Agreement. Subject to the foregoing limitations, Mortgagor shall execute or
cause to be executed such further assignments of any Condemnation Proceeds as
Mortgagee may reasonably require.
(c) In the event of a Condemnation of all or "substantially all" of the
Mortgaged Property (a "substantially all" Condemnation) (which determination
shall be made by Mortgagee in its reasonable discretion), unless Mortgagor shall
have notified Mortgagee in writing promptly after such Condemnation that it
intends to replace the Mortgaged Property (and no Default or Event of Default
shall have occurred and be continuing at the time of such election), Mortgagee
or Mortgagor, as applicable, shall apply the Condemnation Proceeds received as a
result of such Condemnation (less the reasonable costs, if any, incurred by
Mortgagee or Mortgagor in the recovery of such Condemnation Proceeds, including
reasonable attorneys' fees, other charges and disbursements) to prepay the
outstanding Term Loans as provided in Section 2.13(f) of the Credit Agreement,
with any remaining Condemnation Proceeds being returned to or retained by
Mortgagor. If Mortgagor shall elect to replace the Mortgaged Property as
contemplated above, (i) the replacement property shall be of utility or value
comparable to that of the replaced Mortgaged Property and (ii) the insufficiency
of any Condemnation Proceeds to defray the entire expense of the related
location, acquisition and replacement of such replacement property shall in no
way relieve Mortgagor of its obligation to complete the construction of any
replacement property if Mortgagor shall have made such election and shall have
acquired the related real property.
(d) In the event of any Condemnation of the Mortgaged Property, or any
part thereof (other than a Condemnation described in paragraph (c) above (unless
Mortgagor shall be
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permitted and shall have elected to replace the Mortgaged Property, as provided
in paragraph (c) above) and subject to the provisions of paragraph (f) below),
Mortgagee or Mortgagor, as applicable, shall apply the Condemnation Proceeds
first, in the case of a partial Condemnation, to the repair or restoration of
any integrated structure subject to such Condemnation or, in the case of a
condemnation of all, or substantially all, of the Mortgaged Property, to the
location of a replacement property, acquisition of such replacement property and
construction of the replacement structures, and second, if the remainder of the
Condemnation Proceeds is less than $1,000,000, such Condemnation Proceeds (less
the reasonable costs, if any, incurred by Mortgagee or Mortgagor in the recovery
of such Condemnation Proceeds) shall be returned to or retained by (as
applicable) Mortgagor, or if the remainder of the Condemnation Proceeds is
$1,000,000 or greater, such Condemnation Proceeds (less the reasonable costs, if
any, incurred by Mortgagee or Mortgagor in the recovery of such Condemnation
Proceeds) shall be used to prepay the outstanding Term Loans as provided in
Section 2.13(f) of the Credit Agreement, with any remaining Condemnation
Proceeds being returned to or retained by (as applicable) Mortgagor.
(e) In the event of any Casualty, Mortgagor shall, subject to the
conditions contained in paragraph (f), restore the Mortgaged Property to
substantially its same condition immediately prior to such Casualty. If
Mortgagor shall be required to restore the Mortgaged Property, the insufficiency
of any Casualty Proceeds to defray the entire expense of such restoration shall
in no way relieve Mortgagor of such obligation so to restore. In the event
Mortgagor shall be required to restore, Mortgagor shall diligently and
continuously prosecute the restoration of the Mortgaged Property to completion.
In addition, there shall first be allowed to Mortgagor out of the related
Casualty Proceeds an amount sufficient to, and Mortgagor shall be obligated to,
place the remaining portion, if any, of the Mortgaged Property in a safe
condition that is otherwise in compliance with the provisions of this Mortgage
and the Credit Agreement.
(f) Except as otherwise specifically provided in this Section 1.07 with
respect to Casualty Proceeds and Condemnation Proceeds which may be retained by
Mortgagor, all Casualty Proceeds and all Condemnation Proceeds recovered by
Mortgagee (i) are to be applied to the restoration or replacement of the
Mortgaged Property (less the reasonable cost, if any, to Mortgagee or Mortgagor
of such recovery and of paying out such proceeds, including reasonable
attorneys' fees, other charges and disbursements and costs allocable to
inspecting the Work (as defined below)) and (ii) shall be applied by Mortgagee
to the payment of the cost of restoring or replacing the Mortgaged Property so
damaged, destroyed or taken or of the portion or portions of the Mortgaged
Property not so taken (the "Work") and (C) shall be paid out from time to time
to Mortgagor as and to the extent the Work (or the location and acquisition of
any replacement of the Mortgaged Property) progresses for the payment thereof,
but subject to each of the following conditions:
(i) Mortgagor must promptly commence the restoration process
or the location, acquisition and replacement process (in the case of a
total or "substantially all" Condemnation) in connection with the
Mortgaged Property;
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(ii) the Work shall be in the charge of an independent
architect or engineer and before Mortgagor commences any Work, other
than temporary work to protect property or prevent interference with
business, Mortgagee shall have received the plans and specifications
and the general contract for the Work from Mortgagor. The plans and
specifications shall provide for such Work that, upon completion
thereof, the improvements shall (A) be in compliance with all
requirements of applicable Governmental Authorities such that all
representations and warranties of Mortgagor relating to the compliance
of such the Mortgaged Property with applicable laws, rules or
regulations in this Mortgage and the Credit Agreement will be correct
in all respects and (B) be at least equal in value and general utility
to the improvements that were on the Mortgaged Property (or that were
on the Mortgaged Property that has been replaced, if applicable) prior
to the Casualty or Condemnation, and in the case of a Condemnation,
subject to the effect of such Condemnation;
(iii) except as provided in (iv) below, each request for
payment shall be made on seven days' prior notice to Mortgagee and
shall be accompanied by a certificate to be made by such architect or
engineer, stating (A) that all the Work completed has been done in
substantial compliance with the plans and specifications, (B) that the
sum requested is justly required to reimburse Mortgagor for payments by
Mortgagor to, or is justly due to, the contractor, subcontractors,
materialmen, laborers, engineers, architects or other persons rendering
services or materials for the Work (giving a brief description of such
services and materials);
(iv) each request for payment in connection with the
acquisition of a replacement Mortgaged Property (in the case of a total
or "substantially all" Condemnation) shall be made on 30 days' prior
notice to Mortgagee and, in connection therewith, (A) each such request
shall be accompanied by a copy of the sales contract or other document
governing the acquisition of the replacement property by Mortgagor and
a certificate of Mortgagor stating that the sum requested represents
the sales price under such contract or document and the related
reasonable transaction fees and expenses (including brokerage fees) and
setting forth in sufficient detail the various components of such
requested sum and (B) Mortgagor shall (I) in addition to any other
items required to be delivered under this Section 1.07, provide
Mortgagee with such opinions, documents, certificates, title insurance
policies, surveys and other insurance policies as it may reasonably
request and (II) take such other actions as Mortgagee may reasonably
deem necessary or appropriate (including actions with respect to the
delivery to Mortgagee of a first priority Mortgage with respect to such
real property for the ratable benefit of the Secured Parties, which
opinions, documents, certificates, title insurance policies, surveys,
other insurance policies and mortgage shall be substantially comparable
to similar documents executed and/or delivered in connection with the
Closing Date under the Credit Agreement;
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(v) if required by Mortgagee, each request for payment shall
be accompanied by a search prepared by a title company or licensed
abstractor or by other evidence satisfactory to Mortgagee, that there
has not been filed with respect to the Mortgaged Property any
mechanics' or other lien or instrument for the retention of title in
respect of any part of the Work not discharged of record or bonded to
the reasonable satisfaction of Mortgagee;
(vi) there shall be no Default or Event of Default that has
occurred and is continuing;
(vii) the request for any payment after the Work has been
completed shall be accompanied by a copy of any certificate or
certificates required by law to render occupancy of the improvements
being rebuilt, repaired or restored legal; and
(viii) after commencing the Work, Mortgagor shall continue to
perform the Work diligently and in good faith to completion in
accordance with the approved plans and specifications.
Upon completion of the Work and payment in full therefor, the amount of any
Casualty Proceeds or Condemnation Proceeds then or thereafter in the hands of
Mortgagee on account of the Casualty or Condemnation that necessitated such Work
will be applied as follows: (x) with respect to Casualty Proceeds, returned to
Mortgagor, (y) with respect to amounts then held for Condemnation Proceeds which
are less than $500,000, returned to Mortgagor and (z) with respect to amounts
then held for Condemnation Proceeds of $500,000 or more, to prepay the
outstanding Term Loans as provided in Section 2.13 of the Credit Agreement, with
any excess being returned to Mortgagor.
(g) Notwithstanding any other provisions of this Section 1.07, if
Mortgagor shall have elected to replace the Mortgaged Property in connection
with a total or "substantially all" Condemnation as contemplated in paragraph
(c) above, all Condemnation Proceeds held by Mortgagee in connection therewith
shall be applied to prepay the Term Loans as provided in Section 2.13 of the
Credit Agreement if (i) Mortgagor notifies Mortgagee that it does not intend to
replace the Mortgaged Property, (ii) Mortgagor shall not have notified Mortgagor
in writing that Mortgagor has acquired or has entered into a contract to acquire
the replacement property within six months after the related Condemnation or
(iii) Mortgagor shall have not notified Mortgagee in writing that it has begun
construction of the replacement structures within one year after the related
Condemnation.
(h) Nothing in this Section 1.07 shall prevent Mortgagee from applying
at any time all or any part of the Casualty Proceeds or Condemnation Proceeds to
(i) the curing of any Event of Default under the Credit Agreement or (ii) the
payment of any of the Obligations after the occurrence and during the
continuance of an Event of Default.
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SECTION 1.08. Assignment of Leases and Rents. (a) Mortgagor hereby
irrevocably and absolutely grants, transfers and assigns all of its right title
and interest in all Leases, together with any and all extensions and renewals
thereof for purposes of securing and discharging the performance by Mortgagor of
the Obligations. Mortgagor has not assigned or executed any assignment of, and
will not assign or execute any assignment of, any other Lease or their
respective Rents to anyone other than Mortgagee.
(b) Without Mortgagee's prior written consent, Mortgagor will not (i)
modify, amend, terminate or consent to the cancelation or surrender of any Lease
if such modification, amendment, termination or consent would, in the reasonable
judgment of the Mortgagee, be adverse in any material respect to the interests
of the Lenders, the value of the Mortgaged Property or the lien created by this
Mortgage or (ii) consent to an assignment of any tenant's interest in any Lease
or to a subletting thereof covering a material portion of the Mortgaged
Property.
(c) Subject to Section 1.08(d), Mortgagor has assigned and transferred
to Mortgagee all of Mortgagor's right, title and interest in and to the Rents
now or hereafter arising from each Lease heretofore or hereafter made or agreed
to by Mortgagor, it being intended that this assignment establish, subject to
Section 1.08(d), an absolute transfer and assignment of all Rents and all Leases
to Mortgagee and not merely to grant a security interest therein. Subject to
Section 1.08(d), Mortgagee may in Mortgagor's name and stead (with or without
first taking possession of any of the Mortgaged Property personally or by
receiver as provided herein) operate the Mortgaged Property and rent, lease or
let all or any portion of any of the Mortgaged Property to any party or parties
at such rental and upon such terms as Mortgagee shall, in its sole discretion,
determine, and may collect and have the benefit of all of said Rents arising
from or accruing at any time thereafter or that may thereafter become due under
any Lease.
(d) So long as an Event of Default shall not have occurred and be
continuing, Mortgagee will not exercise any of its rights under Section 1.08(c),
and Mortgagor shall receive and collect the Rents accruing under any Lease; but
after the happening and during the continuance of any Event of Default,
Mortgagee may, at its option, receive and collect all Rents and enter upon the
Premises and Improvements through its officers, agents, employees or attorneys
for such purpose and for the operation and maintenance thereof. Mortgagor hereby
irrevocably authorizes and directs each tenant, if any, and each successor, if
any, to the interest of any tenant under any Lease, respectively, to rely upon
any notice of a claimed Event of Default sent by Mortgagee to any such tenant or
any of such tenant's successors in interest, and thereafter to pay Rents to
Mortgagee without any obligation or right to inquire as to whether an Event of
Default actually exists and even if some notice to the contrary is received from
the Mortgagor, who shall have no right or claim against any such tenant or
successor in interest for any such Rents so paid to Mortgagee. Each tenant or
any of such tenant's successors in interest from whom Mortgagee or any officer,
agent, attorney or employee of Mortgagee shall have collected any Rents, shall
be authorized to pay Rents to Mortgagor only after such tenant or any of their
successors in interest shall have
<PAGE> 160
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received written notice from Mortgagee that the Event of Default is no longer
continuing, unless and until a further notice of an Event of Default is given by
Mortgagee to such tenant or any of its successors in interest.
(e) Mortgagee will not become a mortgagee in possession so long as it
does not enter or take actual possession of the Mortgaged Property. In addition,
Mortgagee shall not be responsible or liable for performing any of the
obligations of the landlord under any Lease, for any waste by any tenant, or
others, for any dangerous or defective conditions of any of the Mortgaged
Property, for negligence in the management, upkeep, repair or control of any of
the Mortgaged Property or any other act or omission by any other person.
(f) Mortgagor shall furnish to Mortgagee, within 30 days after a
request by Mortgagee to do so, a written statement containing the names of all
tenants, subtenants and concessionaires of the Premises or Improvements, the
terms of any Lease, the space occupied and the rentals or license fees payable
thereunder.
SECTION 1.09. Restrictions on Transfers and Encumbrances. Except as
permitted by the Credit Agreement, Mortgagor shall not directly or indirectly
sell, convey, alienate, assign, lease, sublease, license, mortgage, pledge,
encumber or otherwise transfer, create, consent to or suffer the creation of any
lien, charges or any form of encumbrance upon any interest in or any part of the
Mortgaged Property, or be divested of its title to the Mortgaged Property or any
interest therein in any manner or way, whether voluntarily or involuntarily
(other than resulting from a condemnation), or engage in any common,
cooperative, joint, time-sharing or other congregate ownership of all or part
thereof; provided, however, that Mortgagor may in the ordinary course of
business within reasonable commercial standards, enter into easement or covenant
agreements that relate to and/or benefit the operation of the Mortgaged Property
and that do not materially or adversely affect the use and operation of the same
(except for customary utility easements that service the Mortgaged Property,
which are permitted).
SECTION 1.10. Security Agreement. This Mortgage is both a mortgage of
real property and a grant of a security interest in personal property, and shall
constitute and serve as a "Security Agreement" within the meaning of the uniform
commercial code as adopted in the state wherein the Premises are located
("UCC"). Mortgagor hereby grants unto Mortgagee a security interest in and to
all the Mortgaged Property described in this Mortgage that is not real property,
and simultaneously with the recording of this Mortgage, Mortgagor has filed or
will file UCC financing statements, and will file continuation statements prior
to the lapse thereof, at the appropriate offices in the state in which the
Premises are located to perfect the security interest granted by this Mortgage
in all the Mortgaged Property that is not real property. Mortgagor hereby
appoints Mortgagee as its true and lawful attorney-in-fact and agent, for
Mortgagor and in its name, place and stead, in any and all capacities, to
execute any document and to file the same in the appropriate offices (to the
extent it may lawfully do so), and to perform each and every act and thing
reasonably requisite and necessary to be done to perfect the security interest
contemplated by the preceding sentence.
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Mortgagee shall have all rights with respect to the part of the Mortgaged
Property that is the subject of a security interest afforded by the UCC in
addition to, but not in limitation of, the other rights afforded Mortgagee
hereunder and under the Security Agreement.
SECTION 1.11. Filing and Recording. Mortgagor will cause this Mortgage,
any other security instrument creating a security interest in or evidencing the
lien hereof upon the Mortgaged Property and each instrument of further assurance
to be filed, registered or recorded in such manner and in such places as may be
required by any present or future law in order to publish notice of and fully to
protect the lien hereof upon, and the security interest of Mortgagee in, the
Mortgaged Property. Mortgagor will pay all filing, registration or recording
fees, and all reasonable expenses incidental to the execution and acknowledgment
of this Mortgage, any mortgage supplemental hereto, any security instrument with
respect to the Personal Property, and any instrument of further assurance and
all Federal, state, county and municipal recording, documentary or intangible
taxes and other taxes, duties, imposts, assessments and charges arising out of
or in connection with the execution, delivery and recording of this Mortgage,
any mortgage supplemental hereto, any security instrument with respect to the
Personal Property or any instrument of further assurance.
SECTION 1.12. Further Assurances. Upon demand by Mortgagee, Mortgagor
will, at the cost of Mortgagor and without expense to Mortgagee, do, execute,
acknowledge and deliver all such further acts, deeds, conveyances, mortgages,
assignments, notices of assignment, transfers and assurances as Mortgagee shall
from time to time reasonably require for the better assuring, conveying,
assigning, transferring and confirming unto Mortgagee the property and rights
hereby conveyed or assigned or intended now or hereafter so to be, or which
Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee,
or for carrying out the intention or facilitating the performance of the terms
of this Mortgage, or for filing, registering or recording this Mortgage, and on
demand, Mortgagor will also execute and deliver and hereby appoints Mortgagee as
its true and lawful attorney-in-fact and agent, for Mortgagor and in its name,
place and stead, in any and all capacities, to execute and file to the extent it
may lawfully do so, one or more financing statements, chattel mortgages or
comparable security instruments reasonably requested by Mortgagee to evidence
more effectively the lien hereof upon the Personal Property and to perform each
and every act and thing requisite and necessary to be done to accomplish the
same.
SECTION 1.13. Additions to Mortgaged Property. All right, title and
interest of Mortgagor in and to all extensions, improvements, betterments,
renewals, substitutes and replacements of, and all additions and appurtenances
to, the Mortgaged Property hereafter acquired by or released to Mortgagor or
constructed, assembled or placed by Mortgagor upon the Premises or the
Improvements, and all conversions of the security constituted thereby,
immediately upon such acquisition, release, construction, assembling, placement
or conversion, as the case may be, and in each such case without any further
mortgage, conveyance, assignment or other act by Mortgagor, shall become subject
to the lien and security interest of this Mortgage as fully and completely and
with the same effect as though
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now owned by Mortgagor and specifically described in the grant of the Mortgaged
Property above, but at any and all times Mortgagor will execute and deliver to
Mortgagee any and all such further assurances, mortgages, conveyances or
assignments thereof as Mortgagee may reasonably require for the purpose of
expressly and specifically subjecting the same to the lien and security interest
of this Mortgage.
SECTION 1.14. No Claims Against Mortgagee. Nothing contained in this
Mortgage shall constitute any consent or request by Mortgagee, express or
implied, for the performance of any labor or services or the furnishing of any
materials or other property in respect of the Mortgaged Property or any part
thereof, nor as giving Mortgagor any right, power or authority to contract for
or permit the performance of any labor or services or the furnishing of any
materials or other property in such fashion as would permit the making of any
claim against Mortgagee in respect thereof.
SECTION 1.15. Fixture Filing. Certain of the Mortgaged Property is or
will become "fixtures" (as that term is defined in the UCC) on the Land, and
this Mortgage upon being filed for record in the real estate records of the
county wherein such fixtures are situated shall operate also as a financing
statement filed as a fixture filing in accordance with the applicable provisions
of said UCC upon such of the Mortgaged Property that is or may become fixtures.
ARTICLE II
Defaults and Remedies
SECTION 2.01. Events of Default. Any Event of Default under the Credit
Agreement (as such term is defined therein) shall constitute an Event of Default
under this Mortgage.
SECTION 2.02. Demand for Payment. If an Event of Default shall occur
and be continuing, then, upon written demand of Mortgagee, Mortgagor will pay to
Mortgagee all amounts due hereunder and such further amount as shall be
sufficient to cover the costs and expenses of collection, including attorneys'
fees, disbursements and expenses incurred by Mortgagee and Mortgagee shall be
entitled and empowered to institute an action or proceedings at law or in equity
for the collection of the sums so due and unpaid, to prosecute any such action
or proceedings to judgment or final decree, to enforce any such judgment or
final decree against Mortgagor and to collect, in any manner provided by law,
all moneys adjudged or decreed to be payable.
SECTION 2.03. Rights To Take Possession, Operate and Apply Revenues.
(a) If an Event of Default shall occur and be continuing, Mortgagor shall, upon
demand of Mortgagee, forthwith surrender to Mortgagee actual possession of the
Mortgaged Property and, if and to the extent not prohibited by applicable law,
Mortgagee itself, or by such officers or
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agents as it may appoint, may then enter and take possession of all the
Mortgaged Property without the appointment of a receiver or an application
therefor, exclude Mortgagor and its agents and employees wholly therefrom, and
have access to the books, papers and accounts of Mortgagor.
(b) If Mortgagor shall for any reason fail to surrender or deliver the
Mortgaged Property or any part thereof after such demand by Mortgagee, Mortgagee
may to the extent not prohibited by applicable law, obtain a judgment or decree
conferring upon Mortgagee the right to immediate possession or requiring
Mortgagor to deliver immediate possession of the Mortgaged Property to
Mortgagee, to the entry of which judgment or decree Mortgagor hereby
specifically consents. Mortgagor will pay to Mortgagee, upon demand, all
reasonable expenses of obtaining such judgment or decree, including reasonable
compensation to Mortgagee's attorneys and agents with interest thereon at the
Default Interest Rate; and all such expenses and compensation shall, until paid,
be secured by this Mortgage.
(c) Upon every such entry or taking of possession, Mortgagee may, to
the extent not prohibited by applicable law, hold, store, use, operate, manage
and control the Mortgaged Property, conduct the business thereof in a
commercially reasonable manner and, from time to time, (i) make all necessary
and proper maintenance, repairs, renewals, replacements, additions, betterments
and improvements thereto and thereon, (ii) purchase or otherwise acquire
additional fixtures, personalty and other property, (iii) insure or keep the
Mortgaged Property insured, (iv) manage and operate the Mortgaged Property and
exercise all the rights and powers of Mortgagor to the same extent as Mortgagor
could in its own name or otherwise with respect to the same, or (v) enter into
any and all agreements with respect to the exercise by others of any of the
powers herein granted Mortgagee, all as may from time to time be directed or
determined by Mortgagee to be in its best interest and Mortgagor hereby appoints
Mortgagee as its true and lawful attorney-in-fact and agent, for Mortgagor and
in its name, place and stead, in any and all capacities, to perform any of the
foregoing acts. Mortgagee may collect and receive all the Rents, issues, profits
and revenues from the Mortgaged Property, including those past due as well as
those accruing thereafter, and, after deducting (i) all expenses of taking,
holding, managing and operating the Mortgaged Property (including compensation
for the services of all persons employed for such purposes), (ii) the costs of
all such maintenance, repairs, renewals, replacements, additions, betterments,
improvements, purchases and acquisitions, (iii) the costs of insurance, (iv)
such taxes, assessments and other similar charges as Mortgagee may at its option
pay, (v) other proper charges upon the Mortgaged Property or any part thereof
and (vi) the compensation, expenses and disbursements of the attorneys and
agents of Mortgagee, Mortgagee shall apply the remainder of the moneys and
proceeds so received first to the payment of the Mortgagee for the satisfaction
of the Obligations, and second, if there is any surplus, to Mortgagor, subject
to the entitlement of others thereto under applicable law.
(d) Whenever, before any sale of the Mortgaged Property under Section
2.06, all Obligations that are then due shall have been paid and all Events of
Default fully cured,
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Mortgagee will surrender possession of the Mortgaged Property back to Mortgagor,
its successors or assigns. The same right of taking possession shall, however,
arise again if any subsequent Event of Default shall occur and be continuing.
SECTION 2.04. Right To Cure Mortgagor's Failure to Perform. Should
Mortgagor fail in the payment, performance or observance of any term, covenant
or condition required by this Mortgage or the Credit Agreement (with respect to
the Mortgaged Property), Mortgagee may pay, perform or observe the same, and
all payments made or costs or expenses incurred by Mortgagee in connection
therewith shall be secured hereby and shall be, without demand, immediately
repaid by Mortgagor to Mortgagee with interest thereon at the Default Interest
Rate. Mortgagee shall be the judge using reasonable discretion of the necessity
for any such actions and of the amounts to be paid. Mortgagee is hereby
empowered to enter and to authorize others to enter upon the Premises or the
Improvements or any part thereof for the purpose of performing or observing any
such defaulted term, covenant or condition without having any obligation to so
perform or observe and without thereby becoming liable to Mortgagor, to any
person in possession holding under Mortgagor or to any other person.
SECTION 2.05. Right to a Receiver. If an Event of Default shall occur
and be continuing, Mortgagee, upon application to a court of competent
jurisdiction, shall be entitled as a matter of right to the appointment of a
receiver to take possession of and to operate the Mortgaged Property and to
collect and apply the Rents. The receiver shall have all of the rights and
powers permitted under the laws of the state wherein the Mortgaged Property is
located. Mortgagor shall pay to Mortgagee upon demand all reasonable expenses,
including receiver's fees, reasonable attorney's fees and disbursements, costs
and agent's compensation incurred pursuant to the provisions of this Section
2.05; and all such expenses shall be secured by this Mortgage and shall be,
without demand, immediately repaid by Mortgagor to Mortgagee with interest
thereon at the Default Interest Rate.
SECTION 2.06. Foreclosure and Sale. (a) If an Event of Default shall
occur and be continuing, Mortgagee may elect to sell the Mortgaged Property or
any part of the Mortgaged Property by exercise of the power of foreclosure or of
sale granted to Mortgagee by applicable law or this Mortgage. In such case,
Mortgagee may commence a civil action to foreclose this Mortgage, or it may
proceed and sell the Mortgaged Property to satisfy any Obligation. Mortgagee or
an officer appointed by a judgment of foreclosure to sell the Mortgaged
Property, may sell all or such parts of the Mortgaged Property as may be chosen
by Mortgagee at the time and place of sale fixed by it in a notice of sale,
either as a whole or in separate lots, parcels or items as Mortgagee shall deem
expedient, and in such order as it may determine, at public auction to the
highest bidder. Mortgagee or an officer appointed by a judgment of foreclosure
to sell the Mortgaged Property may postpone any foreclosure or other sale of all
or any portion of the Mortgaged Property by public announcement at such time and
place of sale, and from time to time thereafter may postpone such sale by public
announcement or subsequently noticed sale. Without further notice, Mortgagee or
an officer appointed to sell the Mortgaged Property may make such sale at the
time fixed by the last
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postponement, or may, in its discretion, give a new notice of sale. Any person,
including Mortgagor or Mortgagee or any designee or affiliate thereof, may
purchase at such sale.
(b) The Mortgaged Property may be sold subject to unpaid taxes and
Permitted Encumbrances, and, after deducting all costs, fees and expenses of
Mortgagee (including costs of evidence of title in connection with the sale),
Mortgagee or an officer that makes any sale shall apply the proceeds of sale in
the manner set forth in Section 2.08.
(c) Any foreclosure or other sale of less than the whole of the
Mortgaged Property or any defective or irregular sale made hereunder shall not
exhaust the power of foreclosure or of sale provided for herein; and subsequent
sales may be made hereunder until the Obligations have been satisfied, or the
entirety of the Mortgaged Property has been sold.
(d) If an Event of Default shall occur and be continuing, Mortgagee may
instead of, or in addition to, exercising the rights described in Section
2.06(a) above and either with or without entry or taking possession as herein
permitted, proceed by a suit or suits in law or in equity or by any other
appropriate proceeding or remedy (i) to specifically enforce payment of some or
all of the Obligations, or the performance of any term, covenant, condition or
agreement of this Mortgage or any other Loan Document or any other right, or
(ii) to pursue any other remedy available to Mortgagee, all as Mortgagee shall
determine most effectual for such purposes.
SECTION 2.07. Other Remedies. (a) In case an Event of Default shall
occur and be continuing, Mortgagee may also exercise, to the extent not
prohibited by law, any or all of the remedies available to a secured party under
the uniform commercial code of the State wherein the Mortgaged Property is
located.
(b) In connection with a sale of the Mortgaged Property or any Personal
Property and the application of the proceeds of sale as provided in Section
2.08, Mortgagee shall be entitled to enforce payment of and to receive up to the
principal amount of the Obligations, plus all other charges, payments and costs
due under this Mortgage, and to recover a deficiency judgment for any portion of
the aggregate principal amount of the Obligations remaining unpaid, with
interest.
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SECTION 2.08. Application of Sale Proceeds and Rents. After any
foreclosure sale of all or any of the Mortgaged Property, Mortgagee shall
receive the proceeds of sale, no purchaser shall be required to see to the
application of the proceeds and Mortgagee shall apply the proceeds of the sale
together with any Rents that may have been collected and any other sums that
then may be held by Mortgagee under this Mortgage as follows:
FIRST, to the payment of the costs and expenses of such sale,
including compensation to Mortgagee's attorneys and agents, and of any
judicial proceedings wherein the same may be made, and of all expenses,
liabilities and advances made or incurred by Mortgagee under this
Mortgage, together with interest at the Default Interest Rate on all
advances made by Mortgagee, including all taxes or assessments (except
any taxes, assessments or other charges subject to which the Mortgaged
Property shall have been sold) and the cost of removing any Permitted
Encumbrance (except any Permitted Encumbrance subject to which the
Mortgaged Property was sold);
SECOND, to the Mortgagee for the distribution to the Secured
Parties for the satisfaction of the Obligations owed to the Secured
Parties; and
THIRD, to the Mortgagor, its successors or assigns, or as a
court of competent jurisdiction may otherwise direct.
The Mortgagee shall have absolute discretion as to the time of application of
any such proceeds, moneys or balances in accordance with this Mortgage. Upon any
sale of the Mortgaged Property by the Mortgagee (including pursuant to a power
of sale granted by statute or under a judicial proceeding), the receipt of the
Mortgagee or of the officer making the sale shall be a sufficient discharge to
the purchaser or purchasers of the Mortgaged Property so sold and such purchaser
or purchasers shall not be obligated to see to the application of any part of
the purchase money paid over to the Mortgagee or such officer or be answerable
in any way for the misapplication thereof.
SECTION 2.09. Mortgagor as Tenant Holding Over. If Mortgagor remains in
possession of any of the Mortgaged Property after any foreclosure sale by
Mortgagee, at Mortgagee's election Mortgagor shall be deemed a tenant holding
over and shall forthwith surrender possession to the purchaser or purchasers at
such sale or be summarily dispossessed or evicted according to provisions of law
applicable to tenants holding over.
SECTION 2.10. Waiver of Appraisement, Valuation, Stay, Extension and
Redemption Laws. Mortgagor waives, to the extent not prohibited by law, (i) the
benefit of all laws now existing or that hereafter may be enacted providing for
any appraisement of any portion of the Mortgaged Property, (ii) the benefit of
all laws now existing or that may be hereafter enacted in any way extending the
time for the enforcement or the collection of amounts due under any of the
Obligations or creating or extending a period of redemption from any sale made
in collecting said debt or any other amounts due Mortgagee, (iii) any
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right to at any time insist upon, plead, claim or take the benefit or advantage
of any law now or hereafter in force providing for any appraisement, homestead
exemption, valuation, stay, statute of limitations, extension or redemption, or
sale of the Mortgaged Property as separate tracts, units or estates or as a
single parcel in the event of foreclosure or notice of deficiency, and (iv) all
rights of redemption, valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of or each of the Obligations and
marshalling in the event of foreclosure of this Mortgage.
SECTION 2.11. Discontinuance of Proceedings. In case Mortgagee shall
proceed to enforce any right, power or remedy under this Mortgage by
foreclosure, entry or other wise, and such proceedings shall be discontinued or
abandoned for any reason, or shall be determined adversely to Mortgagee, then
and in every such case Mortgagor and Mortgagee shall be restored to their former
positions and rights hereunder, and all rights, powers and remedies of Mortgagee
shall continue as if no such proceeding had been taken.
SECTION 2.12. Suits To Protect the Mortgaged Property. Mortgagee shall
have power (a) to institute and maintain suits and proceedings to prevent any
impairment of the Mortgaged Property by any acts that may be unlawful or in
violation of this Mortgage, (b) to preserve or protect its interest in the
Mortgaged Property and in the Rents arising therefrom and (c) to restrain the
enforcement of or compliance with any legislation or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of or compliance with such enactment, rule or order would impair
the security or be prejudicial to the interest of Mortgagee hereunder.
SECTION 2.13. Filing Proofs of Claim. In case of any receivership,
insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or
other proceedings affecting Mortgagor, Mortgagee shall, to the extent permitted
by law, be entitled to file such proofs of claim and other documents as may be
necessary or advisable in order to have the claims of Mortgagee allowed in such
proceedings for the Obligations secured by this Mortgage at the date of the
institution of such proceedings and for any interest accrued, late charges and
additional interest or other amounts due or that may become due and payable
hereunder after such date.
SECTION 2.14. Possession by Mortgagee. Notwithstanding the appointment
of any receiver, liquidator or trustee of Mortgagor, any of its property or the
Mortgaged Property, Mortgagee shall be entitled, to the extent not prohibited by
law, to remain in possession and control of all parts of the Mortgaged Property
now or hereafter granted under this Mortgage to Mortgagee in accordance with the
terms hereof and applicable law.
SECTION 2.15. Waiver. (a) No delay or failure by Mortgagee to exercise
any right, power or remedy accruing upon any breach or Event of Default shall
exhaust or impair any such right, power or remedy or be construed to be a waiver
of any such breach or Event of Default or acquiescence therein; and every right,
power and remedy given by this Mortgage to Mortgagee may be exercised from time
to time and as often as may be deemed expedient by Mortgagee. No consent or
waiver by Mortgagee to or of any breach or default by
<PAGE> 168
23
Mortgagor in the performance of the Obligations shall be deemed or construed to
be a consent or waiver to or of any other breach or Event of Default in the
performance of the same or any other Obligations by Mortgagor hereunder. No
failure on the part of Mortgagee to complain of any act or failure to act or to
declare an Event of Default, irrespective of how long such failure continues,
shall constitute a waiver by Mortgagee of its rights hereunder or impair any
rights, powers or remedies consequent on any future Event of Default by
Mortgagor.
(b) Even if Mortgagee (i) grants some forbearance or an extension of
time for the payment of any sums secured hereby, (ii) takes other or additional
security for the payment of any sums secured hereby, (iii) waives or does not
exercise some right granted herein or under the Loan Documents, (iv) releases a
part of the Mortgaged Property from this Mortgage, (v) agrees to change some of
the terms, covenants, conditions or agreements of any of the Loan Documents,
(vi) consents to the filing of a map, plat or replat affecting the Premises,
(vii) consents to the granting of an easement or other right affecting the
Premises or (viii) makes or consents to an agreement subordinating Mortgagee's
lien on the Mortgaged Property hereunder; no such act or omission shall preclude
Mortgagee from exercising any other right, power or privilege herein granted or
intended to be granted in the event of any breach or Event of Default then made
or of any subsequent default; nor, except as otherwise expressly provided in an
instrument executed by Mortgagee, shall this Mortgage be altered thereby. In the
event of the sale or transfer by operation of law or otherwise of all or part of
the Mortgaged Property, Mortgagee is hereby authorized and empowered to deal
with any vendee or transferee with reference to the Mortgaged Property secured
hereby, or with reference to any of the terms, covenants, conditions or
agreements hereof, as fully and to the same extent as it might deal with the
original parties hereto and without in any way releasing or discharging any
liabilities, obligations or undertakings.
SECTION 2.16. Remedies Cumulative. No right, power or remedy conferred
upon or reserved to Mortgagee by this Mortgage is intended to be exclusive of
any other right, power or remedy, and each and every such right, power and
remedy shall be cumulative and concurrent and in addition to any other right,
power and remedy given hereunder or now or hereafter existing at law or in
equity or by statute.
ARTICLE III
Miscellaneous
SECTION 3.01. Partial Invalidity. In the event any one or more of the
provisions contained in this Mortgage shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such validity, illegality or
unenforceability shall, at the option of Mortgagee, not affect any other
provision of this Mortgage, and this Mortgage shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein or
therein.
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SECTION 3.02. Notices. All notices and communications hereunder shall
be in writing and given to Mortgagor in accordance with the terms of the Credit
Agreement at the address set forth on the first page of this Mortgage and to the
Agent or any Lender as provided in the Credit Agreement.
SECTION 3.03. Successors and Assigns. All of the grants, covenants,
terms, provisions and conditions herein shall run with the Premises and the
Improvements and shall apply to, bind and inure to, the benefit of the permitted
successors and assigns of Mortgagor and the successors and assigns of Mortgagee.
SECTION 3.04. Satisfaction and Cancellation. (a) The conveyance to
Mortgagee of the Mortgaged Property as security, created and consummated by this
Mortgage shall be null and void when all the Obligations have been indefeasibly
paid in full in accordance with the terms of the Loan Documents and the Lenders
have no further commitment to make Loans under the Credit Agreement, no Letters
of Credit are outstanding and the Issuing Lender has no further obligation to
issue Letters of Credit under the Credit Agreement.
(b) Upon a sale or financing by Grantor of all or any portion of the
Mortgaged Property that is permitted under the Credit Agreement and the
application of the Net Proceeds of such sale or financing in accordance with the
Credit Agreement, the lien of this Mortgage shall be released from the
applicable portion of the Mortgaged Property. Grantor shall give Beneficiary
reasonable written notice of any sale or financing of the Mortgaged Property
prior to the closing of such sale or financing.
(c) In connection with any termination or release pursuant to paragraph
(a), the Mortgage shall be marked "satisfied" by the Mortgagee, and this
Mortgage shall be canceled of record at the request and at the expense of the
Mortgagor. Mortgagee shall execute any documents reasonably requested by
Mortgagor to accomplish the foregoing or to accomplish any release contemplated
by paragraph (a) and Mortgagor will pay all costs and expenses, including
reasonable attorneys' fees, disbursements and other charges, incurred by
Mortgagee in connection with the preparation and execution of such documents.
SECTION 3.05. Definitions. As used in this Mortgage, the singular shall
include the plural as the context requires and the following words and phrases
shall have the following meanings: (a) "including" shall mean "including but not
limited to"; (b) "provisions" shall mean "provisions, terms, covenants and/or
conditions"; (c) "lien" shall mean "lien, charge, encumbrance, security
interest, mortgage or deed of trust"; (d) "obligation" shall mean "obligation,
duty, covenant and/or condition"; and (e) "any of the Mortgaged Property" shall
mean "the Mortgaged Property or any part thereof or interest therein". Any act
that Mortgagee is permitted to perform hereunder may be performed at any time
and from time to time by Mortgagee or any person or entity designated by
Mortgagee. Any act that is prohibited to Mortgagor hereunder is also prohibited
to all lessees of any of the Mortgaged Property. Each appointment of Mortgagee
as attorney-in-fact for Mortgagor under the Mortgage is irrevocable, with power
of substitution and coupled with an interest. Subject
<PAGE> 170
25
to the applicable provisions hereof, Mortgagee has the right to refuse to grant
its consent, approval or acceptance or to indicate its satisfaction, in its sole
discretion, whenever such consent, approval, acceptance or satisfaction is
required hereunder.
SECTION 3.06. Multisite Real Estate Transaction. Mortgagor acknowledges
that this Mortgage is one of a number of Other Mortgages and Security Documents
that secure the Obligations. Mortgagor agrees that the lien of this Mortgage
shall be absolute and unconditional and shall not in any manner be affected or
impaired by any acts or omissions whatsoever of Mortgagee and without limiting
the generality of the foregoing, the lien hereof shall not be impaired by any
acceptance by the Mortgagee of any security for or guarantees of any of the
Obligations hereby secured, or by any failure, neglect or omission on the part
of Mortgagee to realize upon or protect any Obligation or indebtedness hereby
secured or any collateral security therefor including the Other Mortgages and
other Security Documents. The lien hereof shall not in any manner be impaired or
affected by any release (except as to the property released), sale, pledge,
surrender, compromise, settlement, renewal, extension, indulgence, alteration,
changing, modification or disposition of any of the Obligations secured or of
any of the collateral security therefor, including the Other Mortgages and other
Security Documents or of any guarantee thereof, and Mortgagee may at its
discretion foreclose, exercise any power of sale, or exercise any other remedy
available to it under any or all of the Other Mortgages and other Security
Documents without first exercising or enforcing any of its rights and remedies
hereunder. Such exercise of Mortgagee's rights and remedies under any or all of
the Other Mortgages and other Security Documents shall not in any manner impair
the indebtedness hereby secured or the lien of this Mortgage and any exercise of
the rights or remedies of Mortgagee hereunder shall not impair the lien of any
of the Other Mortgages and other Security Documents or any of Mortgagee's rights
and remedies thereunder. Mortgagor specifically consents and agrees that
Mortgagee may exercise its rights and remedies hereunder and under the Other
Mortgages and other Security Documents separately or concurrently and in any
order that it may deem appropriate and waives any rights of subrogation.
<PAGE> 171
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ARTICLE IV
Particular Provisions
This Mortgage is subject to the following provisions relating to the
particular laws of the state wherein the Premises are located:
SECTION 4.01. Applicable Law; Certain Particular Provisions. This
Mortgage shall be governed by and construed in accordance with the internal law
of the State of New York; provided, however, that the provisions of this
Mortgage relating to the creation, perfection and enforcement of the lien and
security interest created by this Mortgage in respect of the Mortgaged Property
and the exercise of each remedy provided hereby, including the power of
foreclosure or power of sale procedures set forth in this Mortgage, shall be
governed by and construed in accordance with the internal law of the state where
the Mortgaged Property is located, and Mortgagor and Mortgagee agree to submit
to jurisdiction and the laying of venue for any suit on this Mortgage in such
state. The terms and provisions set forth in Appendix A attached hereto are
hereby incorporated by reference as though fully set forth herein. In the event
of any conflict between the terms and provisions contained in the body of this
Mortgage and the terms and provisions set forth in Appendix A, the terms and
provisions set forth in Appendix A shall govern and control.
<PAGE> 172
27
IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered
to Mortgagee by Mortgagor on the date of the acknowledgment attached hereto.
FAIRCHILD SEMICONDUCTOR
CORPORATION, a Delaware corporation,
by:________________________________
Name:
Title:
Attest:
by:______________________________
Name:
Title:
<PAGE> 173
28
STATE OF........................)
) ss.:
COUNTY OF.......................)
Then personally appeared the above named ___________________________,
as __________________________ of Fairchild Semiconductor Corporation and
acknowledged the foregoing instrument to be his free act and deed in his said
capacity and the free act and deed of said corporation.
Before me,
- -------------------------------
Notary Public
- -------------------------------
Typed or Printed Name
commission expires:
<PAGE> 174
Exhibit A
to Mortgage
Legal Description
29
<PAGE> 175
Schedule A
to Mortgage
Leases of Mortgaged Property
30
<PAGE> 176
Appendix A
to Mortgage
Local Law Provisions
1. The Mortgaged Property is granted, mortgaged and conveyed WITH MORTGAGE
COVENANTS.
2. This Mortgage is given upon the STATUTORY CONDITION, which is
incorporated herein by reference, for breach of which Mortgagee shall
have the right to foreclose this Mortgage under any legal method of
foreclosure in existence at the time or now existing, or under any
other applicable law, including, without limitation, the STATUTORY
POWER OF SALE, which is expressly incorporated herein by reference, to
the extent authorized or allowed by any present or future law of the
State of Maine. In connection therewith, Mortgagor acknowledges that
this Mortgage secures a loan or loans for business and commercial
purposes and that this Mortgage is given primarily for a business,
commercial or agricultural purpose. In the event of a conflict between
the STATUTORY CONDITION and the terms and provisions of this Mortgage,
the terms and provisions of this Mortgage shall control, to the extent
permitted by Maine law.
3. Mortgagor agrees for itself, its successor and assigns, that the
acceptance, before the expiration of the right of redemption and after
the commencement of foreclosure proceedings of this Mortgage, of
insurance proceeds, eminent domain awards, rents or anything else of
value to be applied on or to the Obligations by Mortgagee or any person
or party holding under Mortgagee shall not constitute a waiver of such
foreclosure, and this agreement by Mortgagor shall be that agreement
referred to in 14 M.R.S.A.Section 6204, as amended, as necessary to
prevent such waiver of foreclosure. This agreement by Mortgagor is
intended to apply to the acceptance and such applications of any such
insurance proceeds, eminent domain awards, rents and other sums or
anything else of value, whether the same shall be accepted from, or for
the account of, Mortgagor or from any other sources whatsoever by
Mortgagee or by any person or party holding under Mortgagee at any time
or times in the future while any portion of the Obligations shall
remain outstanding.
4. Mortgagor is hereby notified and hereby confirms and acknowledges that,
pursuant to 10 M.R.S.A. Section 1146(2), to the extent applicable, in
order to maintain an action against the Mortgagee with respect to a
promise, contract or agreement to lend money, extend credit, forbear
from collection of a debt or make any other accommodation for the
repayment of a debt for more than $250,000, such promise, contract or
agreement (or some memorandum or note thereof) must be both (a) in
writing and (b) signed by Mortgagee.
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5. This Mortgage is an open-end mortgage that secures existing
indebtedness, "Future Advances and "Protective Advances" as such terms
are defined in 33 M.R.S.A.Section 505. the maximum aggregate amount of
all debts or obligations secured by this Mortgage, including Future
Advances, but excluding Protective Advances, shall not at any time
exceed the total amount of $600,000,000. The future advances secured
hereby shall be made to or for the account of Mortgagor and may be made
under the Credit Agreement or any of the other Loan Documents, as the
same may be amended, or may be made pursuant to promissory notes, line
of credit agreements or other instruments evidencing such future
advances which may be hereafter executed and delivered by Mortgagor to
Mortgagee. In the event that any notice described in subsections 5(a)
and 5(b) of 33 M.R.S.A.Section 505 is recorded or is received by
Mortgagee, any commitment, agreement or obligation to make future
advances to or for the benefit of Mortgagor shall immediately cease.
6. This instrument constitutes a financing statement under Article 9 the
Maine Uniform Commercial Code covering the personal property and
fixtures, and the other items and types of collateral included within
the Mortgage Premises and described in this Mortgage. The debtor is
Mortgagor and the secured party is Mortgagee. The mailing address of
the secured party (Mortgagee) from which information concerning the
security interest may be obtained and the mailing address of the debtor
(Mortgagor), are set forth in the opening paragraph of this Mortgage.
7. If an Event of Default shall have occurred, Mortgagee, upon application
to a court of competent jurisdiction, shall be entitled as a matter of
strict right without notice and without regard to the occupancy or
value of any security for the Obligations or the solvency of any party
bound for its payment, to the appointment of a receiver to take
possession of and to operate the Mortgaged Premises and to collect and
apply the revenues. The receiver shall have all of the rights and
powers permitted under the laws of the State of Maine. Mortgagor will
pay to Mortgagee upon demand, all expenses, including receiver's fees,
attorneys' fees, costs and agent's compensation, incurred pursuant to
such appointment and all such expenses shall be included within the
Obligations secured hereby.
8. Notice Pursuant to 18-A M.R.S.A. Section 5-508.
Pursuant to various provisions and sections of this Mortgage,
Mortgagor has appointed Mortgagee as its Attorney-in-fact. To the
extent that such appointments by Mortgagor constitute the granting of a
Durable Power of Attorney within the meaning of 18-A M.R.S.A. Section
5-508, the following (to the extent applicable) shall apply:
Notice to the Principal (Mortgagor): As the "Principal," you
are using this Durable Power of Attorney to grant power to another
person (called the "Agent" or "Attorney-in-fact") to make decisions
about your money, property or both and to use your money, property or
both on your behalf. If this written Durable Power of Attorney does not
limit the powers that you give your Agent, your Agent will
2
<PAGE> 178
have broad and sweeping powers to sell or otherwise dispose of your
property and spend your money without advance notice to you or approval
by you. Under this document, your Agent will continue to have these
powers after you become incapacitated, and you may also choose to
authorize your Agent to use these powers before you become
incapacitated. The powers that you give your Agent are explained more
fully in the Maine Revised Statutes, title 18-A, Section 5-501 to 5-508
and in Maine case law. You have the right to revoke or take back this
Durable Power of Attorney at any time as long as you are of sound mind.
If there is anything about this Durable Power of Attorney that you do
not understand, you should ask a lawyer to explain it to you.
Notice to the Agent (Mortgagee): As the "Agent" or
"Attorney-in-fact," you are given power under this Durable Power of
Attorney to make decisions about the money, property or both belonging
to the Principal and to spend the Principal's money, property or both
on that person's behalf in accordance with the terms of this Durable
Power of Attorney. This Durable Power of attorney is only valid if the
Principal is of sound mind when the Principal signs it. As the Agent,
you are under a duty (called a "fiduciary duty") to observe the
standards observed by a prudent person dealing with the property of
another. The duty is explained more fully in the Maine Revised
statutes, Title 18-A, sections 5-501 to 5-508 and 7-302 and in Maine
case law. As the Agent, you are not entitled to use the money or
property for your own benefit to make gifts to yourself for others
unless the Durable Power of Attorney specifically gives you the
authority to do so. As the Agent, your authority under this Durable
Power of Attorney will end when the Principal dies and you will not
have the authority to administer the estate unless you are authorized
to do so in accordance with the Maine Probate Code. If you violate your
fiduciary duty under this Durable Power of Attorney, you may be liable
for damages and may be subject to criminal prosecution. If there is
anything about this Durable Power of Attorney or your duties under it
that you do not understand, you should ask a lawyer to explain it to
you.
9. Waiver of Jury Trial. MORTGAGOR AND MORTGAGEE EXPRESSLY AND VOLUNTARILY
WAIVE ANY AND ALL RIGHTS, WHETHER ARISING UNDER THE UNITED STATES OR
ANY STATE CONSTITUTION, ANY RULES OF CIVIL PROCEDURE, COMMON LAW OR
OTHERWISE, TO DEMAND A TRIAL BY JURY IN ANY ACTION, LAWSUIT,
PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON,
OR ARISING OUT OF, THIS MORTGAGE OR THE LOAN DOCUMENTS, ANY AGREEMENTS
ARISING UNDER OR RELATING TO THIS MORTGAGE, ANY COLLATERAL SECURING THE
OBLIGATIONS, OR THE DEALINGS OR RELATIONSHIPS BETWEEN OR AMONG
MORTGAGOR AND MORTGAGEE, OR ANY OF THEM. NEITHER MORTGAGOR NOR
MORTGAGEE, INCLUDING ANY ASSIGNEE OR SUCCESSOR OF MORTGAGOR OR
MORTGAGEE, SHALL SEEK A JURY TRIAL IN ANY SUCH ACTION. NEITHER
MORTGAGOR NOR MORTGAGEE SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH
ANY OTHER ACTION WHEN A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
THESE PROVISIONS SHALL BE SUBJECT TO NO
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<PAGE> 179
EXCEPTIONS. NEITHER MORTGAGOR NOR MORTGAGEE HAS IN ANY WAY AGREED WITH OR
REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.
4
<PAGE> 180
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FINANCING STATEMENT
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FINANCING STATEMENT dated as of April
14, 1999 (this "Deed of Trust"), by FAIRCHILD SEMICONDUCTOR
CORPORATION, a Delaware corporation, having an office at 333
Western Avenue, South Portland, Maine 04106 (the "Grantor"),
to EQUITY TITLE INSURANCE AGENCY, INC., having an office at
2180 South 1300 East #130, Salt Lake City, Utah 84106, as
trustee ("Trustee") for the benefit of CREDIT SUISSE FIRST
BOSTON, a bank organized under the laws of Switzerland,
operating through its New York branch, having an office at
Eleven Madison Avenue, New York, New York 10010 ("CSFB"), as
collateral agent (in such capacity, the "Collateral Agent")
for the benefit of the Secured Parties (as defined below) (the
Collateral Agent, in such capacity, the "Beneficiary");
WITNESSETH THAT:
A. Reference is made to the Credit Agreement dated as of April 14, 1999
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Grantor (the "Borrower"), FSC Semiconductor Corporation,
a Delaware corporation, the financial institutions party thereto as lenders
(together with the Swingline Lender (as defined below), the "Lenders"), CSFB, as
administrative agent (in such capacity, the "Agent"), and as Collateral Agent,
swingline lender (in such capacity, the "Swingline Lender") and Issuing Bank (as
defined therein), Salomon Brothers Holding Company Inc, as syndication agent,
and Fleet National Bank, as Issuing Bank and as documentation agent, and ABN
Amro Bank, NV, as documentation agent. As used herein, the term "Secured
Parties" shall mean (i) the Lenders, (ii) the Collateral Agent, (iii) the Agent,
(iii) the Issuing Bank, (iv) each counterparty to an Interest Rate Protection
Agreement entered into with the Borrower if such counterparty was a Lender at
the time the Interest Rate Protection Agreement was entered into, (v) the
beneficiaries of each indemnification obligation undertaken by the Borrower
under any Loan Document and (vi) the successors and permitted assigns of each of
the foregoing. Each capitalized term used herein but not defined herein shall
have the meaning assigned to such term in the Credit Agreement. Pursuant to the
Credit Agreement, (i) the Lenders have lent or agreed to lend to the Borrower
(a) on a term basis, Term Loans in an aggregate principal amount not in excess
of $310,000,000, and (b) on a revolving basis, Revolving Credit Loans, at any
time and from time to time prior to the Termination Date, in an aggregate
principal amount at any time outstanding not in excess of $100,000,000, (ii) the
Swingline Lender has agreed to lend, on a revolving basis, Swingline Loans at
any time and from time to time prior to the Termination Date applicable thereto,
in an aggregate principal amount at any time outstanding not in excess of
$10,000,000 and (iii) the Issuing Bank has issued and has agreed to issue
Letters of Credit in an
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aggregate face amount at any time outstanding not in excess of $25,000,000 in
each case on the terms and subject to the conditions of the Credit Agreement.
B. In order to induce the Lenders to make Loans and the Issuing Bank to
issue Letters of Credit, the Subsidiaries have agreed to guarantee pursuant to
the Subsidiary Guarantee Agreement the due and punctual payment and performance
of Obligations (as defined in paragraph C below).
C. The obligations of the Lenders to make Loans and of the Issuing Bank
to issue Letters of Credit under the Credit Agreement are conditioned upon,
among other things, the execution and delivery by the Grantor of this Deed of
Trust in the form hereof, to secure (a) the due and punctual payment of (i) the
principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Grantor and the Borrower to the
Secured Parties under the Credit Agreement, this Deed of Trust and the other
Loan Documents to which the Grantor or the Borrower is or is to be a party, (b)
the due and punctual performance of all covenants, agreements, obligations and
liabilities of the Grantor and the Borrower under or pursuant to the Credit
Agreement, this Deed of Trust and the other Loan Documents and (c) the due and
punctual payment and performance of all obligations of the Borrower under each
Interest Rate Agreement entered into with a counterparty that was a Lender at
the time such Interest Rate Agreement was entered into (all the obligations
referred to in this paragraph C being referred to collectively, as the
"Obligations").
D. Pursuant to the requirements of the Credit Agreement, the Grantor is
entering into this Deed of Trust to create a security interest in the Trust
Property (as defined herein) to secure the performance and payment by the
Grantor and the Borrower of the Obligations. The Credit Agreement also requires
the granting by other Loan Parties of Mortgages or Deed of Trusts (the "Other
Mortgages") that create security interests in certain Mortgaged Properties other
than the Trust Property to secure the performance of the Obligations.
Granting Clauses
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NOW, THEREFORE, IN CONSIDERATION OF the foregoing and in order to
secure (A) the due and punctual payment and performance of the Obligations, (B)
the due and punctual payment by the Grantor of all taxes and insurance premiums
relating to the Trust Property and (C) all disbursements made by Beneficiary for
the payment of taxes, common area charges or insurance premiums, all fees,
expenses or advances in connection with or relating to the Trust Property, and
interest on such disbursements and other amounts not timely paid in accordance
with the terms of the Credit Agreement, this Deed of Trust and the other Loan
Documents, Grantor hereby grants, conveys, mortgages, assigns and pledges to the
Trustee, IN TRUST FOREVER, with power of sale, for the benefit of Beneficiary
(for the ratable benefit of the Secured Parties), a security interest in, all
the following described property (the "Trust Property") whether now owned or
held or hereafter acquired:
(1) all Grantor's right, title and interest in all the fee
estate in the land more particularly described on Exhibit A hereto (the
"Land"), together with all rights appurtenant thereto, including the
easements over certain other adjoining land granted by any easement
agreements, covenant or restrictive agreements and all air rights,
mineral rights, water rights, oil and gas rights and development
rights, if any, relating thereto, and also together with all of the
other easements, rights, privileges, interests, hereditaments and
appurtenances thereunto belonging or in anyway appertaining and all of
the estate, right, title, interest, claim or demand whatsoever of
Grantor therein and in the streets and ways adjacent thereto, either in
law or in equity, in possession or expectancy, now or hereafter
acquired (the "Premises");
(2) all Grantor's right, title and interest in all buildings,
improvements, structures, paving, parking areas, walkways and
landscaping now or hereafter erected or located upon the Land, and all
fixtures of every kind and type affixed to the Premises or attached to
or forming part of any structures, buildings or improvements and
replacements thereof now or hereafter erected or located upon the Land
(the "Improvements");
(3) all Grantor's right, title and interest in all apparatus,
movable appliances, building materials, equipment, fittings,
furnishings, furniture, machinery and other articles of tangible
personal property of every kind and nature, and replacements thereof,
now or at any time hereafter placed upon or used in any way in
connection with the use, enjoyment, occupancy or operation of the
Improvements or the Premises, including all of Grantor's books and
records relating thereto and including all pumps, tanks, goods,
machinery, tools, equipment, lifts (including fire sprinklers and alarm
systems, fire prevention or control systems, cleaning rigs, air
conditioning, heating, boilers, refrigerating, electronic monitoring,
water, loading, unloading, lighting, power, sanitation, waste removal,
entertainment, communications, computers, recreational, window or
structural, maintenance, truck or car repair and all other equipment of
every kind), restaurant, bar and all other indoor or outdoor furniture
(including tables, chairs, booths, serving stands, planters, desks,
sofas, racks, shelves, lockers and cabinets), bar equipment, glasses,
cutlery, uniforms, linens, memorabilia and other decorative items,
furnishings, appliances, supplies, inventory, rugs, carpets and other
floor coverings, draperies, drapery rods and brackets, awnings,
venetian blinds, partitions, chandeliers and other lighting fixtures,
freezers, refrigerators, walk-in coolers, signs (indoor and outdoor),
computer systems, cash registers and inventory control systems, and all
other apparatus, equipment, furniture,
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furnishings, and articles used in connection with the use or operation
of the Improvements or the Premises, it being understood that the
enumeration of any specific articles of property shall in no way result
in or be held to exclude any items of property not specifically
mentioned (the property referred to in this subparagraph (3), the
"Personal Property");
(4) all Grantor's right, title and interest in all general
intangibles relating to design, development, operation, management and
use of the Premises or the Improvements, all certificates of occupancy,
zoning variances, building, use or other permits, approvals,
authorizations and consents obtained from and all materials prepared
for filing or filed with any governmental agency in connection with the
development, use, operation or management of the Premises and
Improvements, all construction, service, engineering, consulting,
leasing, architectural and other similar contracts concerning the
design, construction, management, operation, occupancy and/or use of
the Premises and Improvements, all architectural drawings, plans,
specifications, soil tests, feasibility studies, appraisals,
environmental studies, engineering reports and similar materials
relating to any portion of or all of the Premises and Improvements, and
all payment and performance bonds or warranties or guarantees relating
to the Premises or the Improvements, all to the extent assignable (the
"Permits, Plans and Warranties");
(5) Grantor's interest in and rights under any and all now or
hereafter existing leases or licenses (under which Grantor is landlord
or licensor) and subleases (under which Grantor is sublandlord),
concession, management, mineral or other agreements of a similar kind
that permit the use or occupancy of the Premises or the Improvements
for any purpose in return for any payment, or the extraction or taking
of any gas, oil, water or other minerals from the Premises in return
for payment of any fee, rent or royalty (collectively, "Leases"), and
all agreements or contracts for the sale or other disposition of all or
any part of the Premises or the Improvements, now or hereafter entered
into by Grantor, together with all charges, fees, income, issues,
profits, receipts, rents, revenues or royalties payable thereunder
("Rents");
(6) all Grantor's right, title and interest in and to all real
estate tax refunds and all proceeds of the conversion, voluntary or
involuntary, of any of the Trust Property into cash or liquidated
claims ("Proceeds"), including Proceeds of insurance maintained by the
Grantor and condemnation awards, any awards that may become due by
reason of the taking by eminent domain or any transfer in lieu thereof
of the whole or any part of the Premises or Improvements or any rights
appurtenant thereto, and any awards for change of grade of streets,
together with any and all moneys now or hereafter on deposit for the
payment of real estate taxes, assessments or common area charges levied
against the Trust Property, unearned premiums on policies of fire and
other insurance maintained by the Grantor covering any interest in the
Trust Property or required by the Credit Agreement; and
(7) all Grantor's right, title and interest in and to all
extensions, improvements, betterments, renewals, substitutes and
replacements of and all additions and appurtenances to, the Land, the
Premises, the Improvements, the Personal Property, the Permits, Plans
and Warranties and the Leases, hereinafter acquired by or released to
the Grantor or constructed, assembled or placed by the Grantor on the
Land, the
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Premises or the Improvements, and all conversions of the security
constituted thereby, immediately upon such acquisition, release,
construction, assembling, placement or conversion, as the case may be,
and in each such case, without any further mortgage, deed of trust,
conveyance, assignment or other act by the Grantor, all of which shall
become subject to the lien of this Deed of Trust as fully and
completely, and with the same effect, as though now owned by the
Grantor and specifically described herein.
TO HAVE AND TO HOLD the Trust Property unto the Trustee, its successors
and assigns, for the benefit of Beneficiary (for the ratable benefit of the
Secured Parties), forever, subject only to the Permitted Encumbrances (as
hereinafter defined) and to satisfaction and cancelation as provided in Section
3.04. IN TRUST NEVERTHELESS, upon the terms and trust herein set forth for the
benefit and security of the Beneficiary.
ARTICLE I
Representations, Warranties and Covenants of Grantor
Grantor agrees, covenants, represents and/or warrants as follows:
SECTION 1.01. Title. (a) Grantor has good and marketable title to an
indefeasible fee estate in the Land and Improvements subject to no lien, charge
or encumbrance, and this Deed of Trust is and will remain a valid and
enforceable first and prior lien on the Premises, Improvements and the Rents
subject only to, in each case, Liens permitted by Section 6.02 of the Credit
Agreement and the exceptions and encumbrances referred to in Schedule B to the
title insurance policy being issued to insure the lien of this Deed of Trust
(collectively, the "Permitted Encumbrances"). The Permitted Encumbrances do not
materially interfere with the current use, enjoyment or operation of the Trust
Property.
(b) Grantor has good and marketable title to all the Personal Property
subject to no lien, charge or encumbrance other than this Deed of Trust and the
Permitted Encumbrances. Except as permitted under the Credit Agreement, the
Personal Property is not and will not become the subject matter of any lease or
other arrangement that is not a Permitted Encumbrance whereby the ownership of
any Personal Property will be held by any person or entity other than Grantor;
except as permitted under the Credit Agreement, none of the Personal Property
will be removed from the Premises or the Improvements unless the same is no
longer needed for the continued operation of the Premises and the Improvements
as currently operated (or as then operated, to the extent that any change from
the current manner of operation was permitted by the Credit Agreement) or is
replaced by other Personal Property of substantially equal or greater utility
and value; and Grantor will not create or cause to be created (other than
Permitted Encumbrances) any security interest covering any of the Personal
Property other than the security interest in the Personal Property created in
favor of Beneficiary by this Deed of Trust or any other agreement collateral
hereto. The Trust Property is served by water, gas, electric, septic, storm and
sanitary sewage facilities, and such utilities serving the Premises and the
Improvements are located in and in the future will be located fully within the
Premises. There is vehicular access to the Premises and the Improvements which
is provided by, either a public right-of-way abutting and contiguous with the
Land or valid recorded unsubordinated easements.
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(c) Except as set forth on Schedule A hereto, there are no leases
affecting a material portion of the Trust Property. Each Lease is in full force
and effect, and, except as set forth on Schedule A hereto, Grantor has not
given, nor to Grantor's knowledge has it received, any uncured or unwaived
notice of default with respect to any material obligation under any Lease. Each
Lease is subject to no lien, charge or encumbrance other than this Deed of Trust
and the Permitted Encumbrances. Grantor has not received any notice of, nor has
any knowledge of any pending or contemplated condemnation proceeding affecting
the Trust Property or any sale or disposition thereof in lieu of condemnation.
Grantor is not obligated under any right of first refusal, option or other
contractual right to sell, assign or otherwise dispose of any Trust Property or
any interest therein.
(d) All easement agreements, covenant or restrictive agreements,
supplemental agreements and any other instruments hereinabove referred to and
mortgaged hereby (collectively, the "Agreements") are and will remain valid,
subsisting and in full force and effect, unless the failure to remain valid,
subsisting and in full force and effect, individually or in the aggregate, could
not reasonably be expected to have a material adverse effect on the Trust
Property, and Grantor is not in default thereunder and has fully performed the
material terms thereof required to be performed through the date hereof, and has
no knowledge of any default thereunder or failure to fully perform the terms
thereof by any other party, nor of the occurrence of any event that after notice
or the passage of time or both will constitute a default thereunder. Grantor is
in compliance, and shall comply, with all Agreements and Legal Requirements
(including land use and zoning ordinances, regulations and restrictions)
affecting the Trust Property, except for any Agreements and Legal Requirements,
the failure to comply with which could not reasonably be expected to have a
material adverse effect on the Trust Property.
(e) Grantor has good and lawful right and full power and authority to
mortgage the Trust Property and will forever warrant and defend its title to the
Trust Property, the rights of Beneficiary therein under this Deed of Trust and
the validity and priority of the lien of this Deed of Trust thereon against the
claims of all persons and parties except those having rights under Permitted
Encumbrances to the extent of those rights.
(f) This Deed of Trust, when duly recorded in the appropriate public
records and when financing statements are duly filed in the appropriate public
records, will create a valid, perfected and enforceable lien upon and security
interest in all the Trust Property and there will be no defenses or offsets to
this Deed of Trust that will be asserted by Grantor or its Affiliates (or any
third party defense or offset now known to Grantor or its Affiliates) or to any
of the Obligations secured hereby for so long as any portion of the Obligations
is outstanding.
SECTION 1.02. Credit Agreement; Certain Amounts. (a) This Deed of Trust
is given pursuant to the Credit Agreement. Each and every term and provision of
the Credit Agreement (excluding the governing law provisions thereof), including
the rights, remedies, obligations, covenants, conditions, agreements,
indemnities, representations and warranties of the parties thereto shall be
considered as if a part of this Deed of Trust.
(b) To the extent there is a conflict between the terms of this Deed of
Trust and the terms of the Credit Agreement, (except with respect to Section
1.01 hereof), the terms of the Credit Agreement shall control.
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(c) If any remedy or right of Trustee or Beneficiary pursuant hereto is
acted upon by Trustee or Beneficiary or if any actions or proceedings (including
any bankruptcy, insolvency or reorganization proceedings) are commenced in which
Trustee or Beneficiary is made a party and is obliged to defend or uphold or
enforce this Deed of Trust or the rights of Trustee or Beneficiary hereunder or
the terms of any Lease, or if a condemnation proceeding is instituted affecting
the Trust Property, Grantor will pay all reasonable sums, including reasonable
attorneys' fees and disbursements, incurred by Trustee or Beneficiary related to
the exercise of any remedy or right of Trustee or Beneficiary pursuant hereto or
for the reasonable expense of any such action or proceeding together with all
statutory or other costs, disbursements and allowances, interest thereon from
the date of demand for payment thereof at the rate specified in clause (b) of
Section 2.07 of the Credit Agreement (the "Default Interest Rate"), and such
sums and the interest thereon shall, to the extent permissible by law, be a lien
on the Trust Property prior to any right, title to, interest in or claim upon
the Trust Property attaching or accruing subsequent to the recording of this
Deed of Trust and shall be secured by this Deed of Trust to the extent permitted
by law. Any payment of amounts due under this Deed of Trust not made on or
before the due date for such payments shall accrue interest daily without notice
from the due date until paid at the Default Interest Rate, and such interest at
the Default Interest Rate shall be immediately due upon demand by Trustee or
Beneficiary.
SECTION 1.03. Payment of Taxes, Liens and Charges. (a) Except as may be
permitted by the Credit Agreement, Grantor will pay and discharge from time to
time prior to the time when the same shall become delinquent, and before any
interest or penalty accrues thereon or attaches thereto, all taxes of every kind
and nature, all general and special assessments, levies, permits, inspection and
license fees, all water and sewer rents, all vault charges, and all other public
charges, and all service charges, common area charges, private maintenance
charges, utility charges and all other private charges, whether of a like or
different nature, imposed upon or assessed against the Trust Property or any
part thereof or upon the Rents from the Trust Property or arising in respect of
the occupancy, use or possession thereof.
(b) In the event of the passage of any state, Federal, municipal or
other governmental law, order, rule or regulation subsequent to the date hereof
(i) deducting from the value of real property for the purpose of taxation any
lien or encumbrance thereon or in any manner changing or modifying the laws now
in force governing the taxation of this Deed of Trust or debts secured by
mortgages or deeds of trust (other than laws governing income, franchise and
similar taxes generally) or the manner of collecting taxes thereon and (ii)
imposing a tax to be paid by Beneficiary, either directly or indirectly, on this
Deed of Trust or any of the Loan Documents or to require an amount of taxes to
be withheld or deducted therefrom, Grantor will promptly notify Beneficiary of
such event. In such event Grantor shall (i) agree to enter into such further
instruments as may be reasonably necessary or desirable to obligate Grantor to
make any applicable additional payments and (ii) Grantor shall make such
additional payments.
(c) At any time that an Event of Default shall occur hereunder and be
continuing, or if required by any law applicable to Grantor or to Beneficiary,
Beneficiary shall have the right to direct Grantor to make an initial deposit on
account of real estate taxes and assessments, insurance premiums and common area
charges, levied against or payable in
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respect of the Trust Property in advance and thereafter semi-annually, each such
deposit to be equal to one-half of any such annual charges estimated in a
reasonable manner by Beneficiary in order to accumulate with Beneficiary
sufficient funds to pay such taxes, assessments, insurance premiums and charges.
SECTION 1.04. Payment of Closing Costs. Grantor shall pay all costs in
connection with, relating to or arising out of the preparation, execution and
recording of this Deed of Trust, including title company premiums and charges,
inspection costs, survey costs, recording fees and taxes, reasonable attorneys',
engineers', appraisers' and consultants' fees and disbursements and all other
similar reasonable expenses of every kind.
SECTION 1.05. Alterations and Waste; Plans. (a) Except as may be
permitted by the Credit Agreement, no Improvements will be materially altered or
demolished or removed in whole or in part by Grantor. Grantor will not erect any
additions to the existing Improvements or other structures on the Premises which
will materially interfere with the operation conducted thereon on the date
hereof, without the written consent of Beneficiary. Grantor will not commit any
waste on the Trust Property or make any alteration to, or change in the use of,
the Trust Property that will materially diminish the utility thereof for the
operation of the business except as may be permitted under the Credit Agreement
or materially increase any ordinary fire or other hazard arising out of
construction or operation, but in no event shall any such alteration or change
be contrary to the terms of any insurance policy required to be kept pursuant to
Section 1.06. Grantor will maintain and operate the Improvements and Personal
Property in good repair, working order and condition, reasonable wear and tear
excepted.
(b) To the extent the same exist on the date hereof or are obtained in
connection with future permitted alterations, Grantor shall maintain a complete
set of final plans, specifications, blueprints and drawings for the Trust
Property either at the Trust Property or in a particular office at the
headquarters of Grantor to which Beneficiary shall have access upon reasonable
advance notice and at reasonable times.
SECTION 1.06. Insurance. Grantor will keep or cause to be kept the
Improvements and Personal Property insured against such risks, and in the
manner, required by Section 5.02 of the Credit Agreement.
SECTION 1.07. Casualty and Condemnation. (a) Notwithstanding any other
provision of this Deed of Trust or the Credit Agreement, Beneficiary is
authorized, at its option (for the benefit of the Secured Parties), to collect
and receive, to the extent payable to any Loan Party, all insurance proceeds,
damages, claims and rights of action under any insurance policies with respect
to any casualty or other insured damage ("Casualty") to any portion of the Trust
Property (collectively, "Casualty Proceeds"), unless the amount of the related
Casualty Proceeds is less than $2,500,000 and an Event of Default shall not have
occurred and be continuing, in which event Grantor may retain such Casualty
Proceeds for application in accordance with this Section 1.07 to the extent that
the Grantor has delivered a certificate to the Beneficiary within 10 days of
such Casualty, stating that such Casualty Proceeds shall be applied, or shall be
committed to be applied, within 180 days of such Casualty, in accordance with
this Section 1.07; provided that to the extent such Casualty Proceeds are (i)
not so applied, or committed to be so applied within 180 days of any such
Casualty or (ii) if committed to be so applied within 180 days of any such
Casualty, not so
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applied within one year of such Casualty, Grantor shall promptly remit such
Casualty Proceeds to Beneficiary to prepay the outstanding Term Loans as
provided in Section 2.13(f) of the Credit Agreement. Grantor shall notify
Beneficiary, in writing, promptly after Grantor obtains notice or knowledge of
any Casualty which Grantor reasonably believes will cost more than $500,000 to
repair, which notice shall set forth a description of such Casualty and
Grantor's good faith estimate of the amount of related damages. Subject to the
foregoing limitations, Grantor shall endorse and transfer or cause to be
endorsed or transferred any Casualty Proceeds received by it or any other Loan
Party to Beneficiary.
(b) Grantor will notify Beneficiary immediately upon obtaining
knowledge of the institution of any action or proceeding for the taking of the
Trust Property, or any part thereof or interest therein, for public or
quasi-public use under the power of eminent domain, by reason of any public
improvement or condemnation proceeding, or in any other manner (a
"Condemnation"). No settlement or compromise of any claim in excess of $500,000
in connection with any such action or proceeding shall be made without the
consent of Beneficiary, which consent shall not be unreasonably withheld.
Beneficiary is authorized, at its option (for the benefit of the Secured
Parties), to collect and receive all proceeds of any such Condemnation (in each
case, the "Condemnation Proceeds") unless the amount of such Condemnation
Proceeds is less than $2,500,000 and an Event of Default shall not have occurred
and be continuing, in which event Grantor may retain such Condemnation Proceeds
for application in accordance with this Section 1.07 to the extent that the
Grantor has delivered a certificate to the Beneficiary within 10 days of such
Condemnation, stating that such Condemnation Proceeds shall be applied, or shall
be committed to be applied, within 180 days of such Condemnation, in accordance
with this Section 1.07; provided that to the extent such Condemnation Proceeds
are (i) not so applied, or committed to be so applied within 180 days of any
such Condemnation or (ii) if committed to be so applied within 180 days of any
such Condemnation, not so applied within one year of such Condemnation, Grantor
shall promptly remit such Condemnation Proceeds to Beneficiary to prepay the
outstanding Term Loans as provided in Section 2.13(f) of the Credit Agreement.
Subject to the foregoing limitations, Grantor shall execute or cause to be
executed such further assignments of any Condemnation Proceeds as Beneficiary
may reasonably require.
(c) In the event of a Condemnation of all or "substantially all" of the
Trust Property (a "substantially all" Condemnation) (which determination shall
be made by Beneficiary in its reasonable discretion), unless Grantor shall have
notified Beneficiary in writing promptly after such Condemnation that it intends
to replace the Trust Property (and no Default or Event of Default shall have
occurred and be continuing at the time of such election), Beneficiary or
Grantor, as applicable, shall apply the Condemnation Proceeds received as a
result of such Condemnation (less the reasonable costs, if any, incurred by
Beneficiary or Grantor in the recovery of such Condemnation Proceeds, including
reasonable attorneys' fees, other charges and disbursements) to prepay the
outstanding Term Loans as provided in Section 2.13(f) of the Credit Agreement,
with any remaining Condemnation Proceeds being returned to or retained by
Grantor. If Grantor shall elect to replace the Trust Property as contemplated
above, (i) the replacement property shall be of utility or value comparable to
that of the replaced Trust Property and (ii) the insufficiency of any
Condemnation Proceeds to defray the entire expense of the related location,
acquisition and replacement of such replacement property shall in no way relieve
Grantor of its obligation to complete the construction of any replacement
property if Grantor shall have made such election and shall have acquired the
related real property.
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(d) In the event of any Condemnation of the Trust Property, or any part
thereof (other than a Condemnation described in paragraph (c) above (unless
Grantor shall be permitted and shall have elected to replace the Trust Property,
as provided in paragraph (c) above) and subject to the provisions of paragraph
(f) below), Beneficiary or Grantor, as applicable, shall apply the Condemnation
Proceeds first, in the case of a partial Condemnation, to the repair or
restoration of any integrated structure subject to such Condemnation or, in the
case of a condemnation of all, or substantially all, of the Trust Property, to
the location of a replacement property, acquisition of such replacement property
and construction of the replacement structures, and second, if the remainder of
the Condemnation Proceeds is less than $1,000,000, such Condemnation Proceeds
(less the reasonable costs, if any, incurred by Beneficiary or Grantor in the
recovery of such Condemnation Proceeds) shall be returned to or retained by (as
applicable) Grantor, or if the remainder of the Condemnation Proceeds is
$1,000,000 or greater, such Condemnation Proceeds (less the reasonable costs, if
any, incurred by Beneficiary or Grantor in the recovery of such Condemnation
Proceeds) shall be used to prepay the outstanding Term Loans as provided in
Section 2.13(f) of the Credit Agreement, with any remaining Condemnation
Proceeds being returned to or retained by (as applicable) Grantor.
(e) In the event of any Casualty, Grantor shall, subject to the
conditions contained in paragraph (f), restore the Trust Property to
substantially its same condition immediately prior to such Casualty. If Grantor
shall be required to restore the Trust Property, the insufficiency of any
Casualty Proceeds to defray the entire expense of such restoration shall in no
way relieve Grantor of such obligation so to restore. In the event Grantor shall
be required to restore, Grantor shall diligently and continuously prosecute the
restoration of the Trust Property to completion. In addition, there shall first
be allowed to Grantor out of the related Casualty Proceeds an amount sufficient
to, and Grantor shall be obligated to, place the remaining portion, if any, of
the Trust Property in a safe condition that is otherwise in compliance with the
provisions of this Deed of Trust and the Credit Agreement.
(f) Except as otherwise specifically provided in this Section 1.07 with
respect to Casualty Proceeds and Condemnation Proceeds which may be retained by
Grantor, all Casualty Proceeds and all Condemnation Proceeds recovered by
Beneficiary (i) are to be applied to the restoration or replacement of the Trust
Property (less the reasonable cost, if any, to Beneficiary or Grantor of such
recovery and of paying out such proceeds, including reasonable attorneys' fees,
other charges and disbursements and costs allocable to inspecting the Work (as
defined below)) and (ii) shall be applied by Beneficiary to the payment of the
cost of restoring or replacing the Trust Property so damaged, destroyed or taken
or of the portion or portions of the Trust Property not so taken (the "Work")
and (C) shall be paid out from time to time to Grantor as and to the extent the
Work (or the location and acquisition of any replacement of the Trust Property)
progresses for the payment thereof, but subject to each of the following
conditions:
(i) Grantor must promptly commence the restoration process or
the location, acquisition and replacement process (in the case of a
total or "substantially all" Condemnation) in connection with the Trust
Property;
(ii) the Work shall be in the charge of an independent
architect or engineer and before Grantor commences any Work, other than
temporary work to protect property
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or prevent interference with business, Beneficiary shall have received
the plans and specifications and the general contract for the Work from
Grantor. The plans and specifications shall provide for such Work that,
upon completion thereof, the improvements shall (A) be in compliance
with all requirements of applicable Governmental Authorities such that
all representations and warranties of Grantor relating to the
compliance of such the Trust Property with applicable laws, rules or
regulations in this Deed of Trust and the Credit Agreement will be
correct in all respects and (B) be at least equal in value and general
utility to the improvements that were on the Trust Property (or that
were on the Trust Property that has been replaced, if applicable) prior
to the Casualty or Condemnation, and in the case of a Condemnation,
subject to the effect of such Condemnation;
(iii) except as provided in (iv) below, each request for
payment shall be made on seven days' prior notice to Beneficiary and
shall be accompanied by a certificate to be made by such architect or
engineer, stating (A) that all the Work completed has been done in
substantial compliance with the plans and specifications, (B) that the
sum requested is justly required to reimburse Grantor for payments by
Grantor to, or is justly due to, the contractor, subcontractors,
materialmen, laborers, engineers, architects or other persons rendering
services or materials for the Work (giving a brief description of such
services and materials);
(iv) each request for payment in connection with the
acquisition of a replacement Trust Property (in the case of a total or
"substantially all" Condemnation) shall be made on 30 days' prior
notice to Beneficiary and, in connection therewith, (A) each such
request shall be accompanied by a copy of the sales contract or other
document governing the acquisition of the replacement property by
Grantor and a certificate of Grantor stating that the sum requested
represents the sales price under such contract or document and the
related reasonable transaction fees and expenses (including brokerage
fees) and setting forth in sufficient detail the various components of
such requested sum and (B) Grantor shall (I) in addition to any other
items required to be delivered under this Section 1.07, provide
Beneficiary with such opinions, documents, certificates, title
insurance policies, surveys and other insurance policies as it may
reasonably request and (II) take such other actions as Beneficiary may
reasonably deem necessary or appropriate (including actions with
respect to the delivery to Beneficiary of a first priority Deed of
Trust with respect to such real property for the ratable benefit of the
Secured Parties, which opinions, documents, certificates, title
insurance policies, surveys, other insurance policies and mortgage
shall be substantially comparable to similar documents executed and/or
delivered in connection with the Closing Date under the Credit
Agreement;
(v) if required by Beneficiary, each request for payment shall
be accompanied by a search prepared by a title company or licensed
abstractor or by other evidence satisfactory to Beneficiary, that there
has not been filed with respect to the Trust Property any mechanics' or
other lien or instrument for the retention of title in respect of any
part of the Work not discharged of record or bonded to the reasonable
satisfaction of Beneficiary;
(vi) there shall be no Default or Event of Default that has
occurred and is continuing;
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(vii) the request for any payment after the Work has been
completed shall be accompanied by a copy of any certificate or
certificates required by law to render occupancy of the improvements
being rebuilt, repaired or restored legal; and
(viii) after commencing the Work, Grantor shall continue to
perform the Work diligently and in good faith to completion in
accordance with the approved plans and specifications.
Upon completion of the Work and payment in full therefor, the amount of any
Casualty Proceeds or Condemnation Proceeds then or thereafter in the hands of
Beneficiary on account of the Casualty or Condemnation that necessitated such
Work will be applied as follows: (x) with respect to Casualty Proceeds, returned
to Grantor, (y) with respect to amounts then held for Condemnation Proceeds
which are less than $500,000, returned to Grantor and (z) with respect to
amounts then held for Condemnation Proceeds of $500,000 or more, to prepay the
outstanding Term Loans as provided in Section 2.13 of the Credit Agreement, with
any excess being returned to Grantor.
(g) Notwithstanding any other provisions of this Section 1.07, if
Grantor shall have elected to replace the Trust Property in connection with a
total or "substantially all" Condemnation as contemplated in paragraph (c)
above, all Condemnation Proceeds held by Beneficiary in connection therewith
shall be applied to prepay the Term Loans as provided in Section 2.13 of the
Credit Agreement if (i) Grantor notifies Beneficiary that it does not intend to
replace the Trust Property, (ii) Grantor shall not have notified Grantor in
writing that Grantor has acquired or has entered into a contract to acquire the
replacement property within six months after the related Condemnation or (iii)
Grantor shall have not notified Beneficiary in writing that it has begun
construction of the replacement structures within one year after the related
Condemnation.
(h) Nothing in this Section 1.07 shall prevent Beneficiary from
applying at any time all or any part of the Casualty Proceeds or Condemnation
Proceeds to (i) the curing of any Event of Default under the Credit Agreement or
(ii) the payment of any of the Obligations after the occurrence and during the
continuance of an Event of Default.
SECTION 1.08. Assignment of Leases and Rents. (a) Grantor hereby
irrevocably and absolutely grants, transfers and assigns to the Trustee for the
benefit of Beneficiary all of its right title and interest in all Leases,
together with any and all extensions and renewals thereof for purposes of
securing and discharging the performance by Grantor of the Obligations. Grantor
has not assigned or executed any assignment of, and will not assign or execute
any assignment of, any other Lease or their respective Rents to anyone other
than to the Trustee for the benefit of Beneficiary.
(b) Without Beneficiary's prior written consent, Grantor will not (i)
modify, amend, terminate or consent to the cancelation or surrender of any Lease
if such modification, amendment, termination or consent to the Trustee for the
benefit of Beneficiary would, in the reasonable judgment of the Beneficiary, be
adverse in any material respect to the interests of the Lenders, the value of
the Trust Property or the lien created by this Deed of Trust or (ii) consent to
an assignment of any tenant's interest in any Lease or to a subletting thereof
covering a material portion of the Trust Property.
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(c) Subject to Section 1.08(d), Grantor has assigned and transferred to
the Trustee for the benefit of Beneficiary all of Grantor's right, title and
interest in and to the Rents now or hereafter arising from each Lease heretofore
or hereafter made or agreed to by Grantor, it being intended that this
assignment establish, subject to Section 1.08(d), an absolute transfer and
assignment of all Rents and all Leases to Beneficiary and not merely to grant a
security interest therein. Subject to Section 1.08(d), Beneficiary may in
Grantor's name and stead (with or without first taking possession of any of the
Trust Property personally or by receiver as provided herein) operate the Trust
Property and rent, lease or let all or any portion of any of the Trust Property
to any party or parties at such rental and upon such terms as Beneficiary shall,
in its sole discretion, determine, and may collect and have the benefit of all
of said Rents arising from or accruing at any time thereafter or that may
thereafter become due under any Lease.
(d) So long as an Event of Default shall not have occurred and be
continuing, Beneficiary will not exercise any of its rights under Section
1.08(c), and Grantor shall receive and collect the Rents accruing under any
Lease; but after the happening and during the continuance of any Event of
Default, Beneficiary may, at its option, receive and collect all Rents and enter
upon the Premises and Improvements through its officers, agents, employees or
attorneys for such purpose and for the operation and maintenance thereof.
Grantor hereby irrevocably authorizes and directs each tenant, if any, and each
successor, if any, to the interest of any tenant under any Lease, respectively,
to rely upon any notice of a claimed Event of Default sent by Beneficiary to any
such tenant or any of such tenant's successors in interest, and thereafter to
pay Rents to Beneficiary without any obligation or right to inquire as to
whether an Event of Default actually exists and even if some notice to the
contrary is received from the Grantor, who shall have no right or claim against
any such tenant or successor in interest for any such Rents so paid to
Beneficiary. Each tenant or any of such tenant's successors in interest from
whom Beneficiary or any officer, agent, attorney or employee of Beneficiary
shall have collected any Rents, shall be authorized to pay Rents to Grantor only
after such tenant or any of their successors in interest shall have received
written notice from Beneficiary that the Event of Default is no longer
continuing, unless and until a further notice of an Event of Default is given by
Beneficiary to such tenant or any of its successors in interest.
(e) Beneficiary will not become a mortgagee in possession so long as it
does not enter or take actual possession of the Trust Property. In addition,
Beneficiary shall not be responsible or liable for performing any of the
obligations of the landlord under any Lease, for any waste by any tenant, or
others, for any dangerous or defective conditions of any of the Trust Property,
for negligence in the management, upkeep, repair or control of any of the Trust
Property or any other act or omission by any other person.
(f) Grantor shall furnish to Beneficiary, within 30 days after a
request by Beneficiary to do so, a written statement containing the names of all
tenants, subtenants and concessionaires of the Premises or Improvements, the
terms of any Lease, the space occupied and the rentals or license fees payable
thereunder.
SECTION 1.09. Restrictions on Transfers and Encumbrances. Except as
permitted by the Credit Agreement, Grantor shall not directly or indirectly
sell, convey, alienate, assign, lease, sublease, license, mortgage, pledge,
encumber or otherwise transfer, create, consent to
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or suffer the creation of any lien, charges or any form of encumbrance upon any
interest in or any part of the Trust Property, or be divested of its title to
the Trust Property or any interest therein in any manner or way, whether
voluntarily or involuntarily (other than resulting from a condemnation), or
engage in any common, cooperative, joint, time-sharing or other congregate
ownership of all or part thereof; provided, however, that Grantor may in the
ordinary course of business within reasonable commercial standards, enter into
easement or covenant agreements that relate to and/or benefit the operation of
the Trust Property and that do not materially or adversely affect the use and
operation of the same (except for customary utility easements that service the
Trust Property, which are permitted).
SECTION 1.10. Security Agreement. This Deed of Trust is both a mortgage
of real property and a grant of a security interest in personal property, and
shall constitute and serve as a "Security Agreement" within the meaning of the
uniform commercial code as adopted in the state wherein the Premises are located
("UCC"). Grantor has hereby granted unto Beneficiary a security interest in and
to all the Trust Property described in this Deed of Trust that is not real
property, and simultaneously with the recording of this Deed of Trust, Grantor
has filed or will file UCC financing statements, and will file continuation
statements prior to the lapse thereof, at the appropriate offices in the state
in which the Premises are located to perfect the security interest granted by
this Deed of Trust in all the Trust Property that is not real property. Grantor
hereby appoints Beneficiary as its true and lawful attorney-in-fact and agent,
for Grantor and in its name, place and stead, in any and all capacities, to
execute any document and to file the same in the appropriate offices (to the
extent it may lawfully do so), and to perform each and every act and thing
reasonably requisite and necessary to be done to perfect the security interest
contemplated by the preceding sentence. Beneficiary shall have all rights with
respect to the part of the Trust Property that is the subject of a security
interest afforded by the UCC in addition to, but not in limitation of, the other
rights afforded Beneficiary hereunder and under the Security Agreement.
SECTION 1.11. Filing and Recording. Grantor will cause this Deed of
Trust, any other security instrument creating a security interest in or
evidencing the lien hereof upon the Trust Property and each instrument of
further assurance to be filed, registered or recorded in such manner and in such
places as may be required by any present or future law in order to publish
notice of and fully to protect the lien hereof upon, and the security interest
of Beneficiary in, the Trust Property. Grantor will pay all filing, registration
or recording fees, and all reasonable expenses incidental to the execution and
acknowledgment of this Deed of Trust, any mortgage supplemental hereto, any
security instrument with respect to the Personal Property, and any instrument of
further assurance and all Federal, state, county and municipal recording,
documentary or intangible taxes and other taxes, duties, imposts, assessments
and charges arising out of or in connection with the execution, delivery and
recording of this Deed of Trust, any mortgage supplemental hereto, any security
instrument with respect to the Personal Property or any instrument of further
assurance.
SECTION 1.12. Further Assurances. Upon demand by Beneficiary, Grantor
will, at the cost of Grantor and without expense to Trustee or Beneficiary, do,
execute, acknowledge and deliver all such further acts, deeds, conveyances,
mortgages, assignments, notices of assignment, transfers and assurances as
Beneficiary shall from time to time reasonably require for the better assuring,
conveying, assigning, transferring and confirming unto Beneficiary the property
and rights hereby conveyed or assigned or intended now or hereafter so to be, or
which Grantor may be or may hereafter become bound to convey or assign to
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Beneficiary, or for carrying out the intention or facilitating the performance
of the terms of this Deed of Trust, or for filing, registering or recording this
Deed of Trust, and on demand, Grantor will also execute and deliver and hereby
appoints Beneficiary as its true and lawful attorney-in-fact and agent, for
Grantor and in its name, place and stead, in any and all capacities, to execute
and file to the extent it may lawfully do so, one or more financing statements,
chattel mortgages or comparable security instruments reasonably requested by
Beneficiary to evidence more effectively the lien hereof upon the Personal
Property and to perform each and every act and thing requisite and necessary to
be done to accomplish the same.
SECTION 1.13. Additions to Trust Property. All right, title and
interest of Grantor in and to all extensions, improvements, betterments,
renewals, substitutes and replacements of, and all additions and appurtenances
to, the Trust Property hereafter acquired by or released to Grantor or
constructed, assembled or placed by Grantor upon the Premises or the
Improvements, and all conversions of the security constituted thereby,
immediately upon such acquisition, release, construction, assembling, placement
or conversion, as the case may be, and in each such case without any further
mortgage, conveyance, assignment or other act by Grantor, shall become subject
to the lien and security interest of this Deed of Trust as fully and completely
and with the same effect as though now owned by Grantor and specifically
described in the grant of the Trust Property above, but at any and all times
Grantor will execute and deliver to Beneficiary any and all such further
assurances, mortgages, conveyances or assignments thereof as Beneficiary may
reasonably require for the purpose of expressly and specifically subjecting the
same to the lien and security interest of this Deed of Trust.
SECTION 1.14. No Claims Against Trustee or Beneficiary. Nothing
contained in this Deed of Trust shall constitute any consent or request by
Trustee or Beneficiary, express or implied, for the performance of any labor or
services or the furnishing of any materials or other property in respect of the
Trust Property or any part thereof, nor as giving Grantor any right, power or
authority to contract for or permit the performance of any labor or services or
the furnishing of any materials or other property in such fashion as would
permit the making of any claim against Trustee or Beneficiary in respect
thereof.
SECTION 1.15. Fixture Filing. Certain of the Trust Property is or will
become "fixtures" (as that term is defined in the UCC) on the Land, and this
Deed of Trust upon being filed for record in the real estate records of the
county wherein such fixtures are situated shall operate also as a financing
statement filed as a fixture filing in accordance with the applicable provisions
of said UCC upon such of the Trust Property that is or may become fixtures.
ARTICLE II
Defaults and Remedies
SECTION 2.01. Events of Default. Any Event of Default under the Credit
Agreement (as such term is defined therein) shall constitute an Event of Default
under this Deed of Trust.
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SECTION 2.02. Demand for Payment. If an Event of Default shall occur
and be continuing, then, upon written demand of Beneficiary, Grantor will pay to
Beneficiary all amounts due hereunder and such further amount as shall be
sufficient to cover the costs and expenses of collection, including attorneys'
fees, disbursements and expenses incurred by Trustee or Beneficiary and Trustee
or Beneficiary shall be entitled and empowered to institute an action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, to prosecute any such action or proceedings to judgment or final decree,
to enforce any such judgment or final decree against Grantor and to collect, in
any manner provided by law, all moneys adjudged or decreed to be payable.
SECTION 2.03. Rights To Take Possession, Operate and Apply Revenues.
(a) If an Event of Default shall occur and be continuing, Grantor shall, upon
demand of Beneficiary, forthwith surrender to Beneficiary actual possession of
the Trust Property and, if and to the extent not prohibited by applicable law,
Beneficiary itself, or by such officers or agents as it may appoint, may then
enter and take possession of all the Trust Property without the appointment of a
receiver or an application therefor, exclude Grantor and its agents and
employees wholly therefrom, and have access to the books, papers and accounts of
Grantor.
(b) If Grantor shall for any reason fail to surrender or deliver the
Trust Property or any part thereof after such demand by Beneficiary, Beneficiary
may to the extent not prohibited by applicable law, obtain a judgment or decree
conferring upon Beneficiary the right to immediate possession or requiring
Grantor to deliver immediate possession of the Trust Property to Beneficiary, to
the entry of which judgment or decree Grantor hereby specifically consents.
Grantor will pay to Beneficiary, upon demand, all reasonable expenses of
obtaining such judgment or decree, including reasonable compensation to
Beneficiary's attorneys and agents with interest thereon at the Default Interest
Rate; and all such expenses and compensation shall, until paid, be secured by
this Deed of Trust.
(c) Upon every such entry or taking of possession, Beneficiary may, to
the extent not prohibited by applicable law, hold, store, use, operate, manage
and control the Trust Property, conduct the business thereof in a commercially
reasonable manner and, from time to time, (i) make all necessary and proper
maintenance, repairs, renewals, replacements, additions, betterments and
improvements thereto and thereon, (ii) purchase or otherwise acquire additional
fixtures, personalty and other property, (iii) insure or keep the Trust Property
insured, (iv) manage and operate the Trust Property and exercise all the rights
and powers of Grantor to the same extent as Grantor could in its own name or
otherwise with respect to the same, or (v) enter into any and all agreements
with respect to the exercise by others of any of the powers herein granted
Beneficiary, all as may from time to time be directed or determined by
Beneficiary to be in its best interest and Grantor hereby appoints Beneficiary
as its true and lawful attorney-in-fact and agent, for Grantor and in its name,
place and stead, in any and all capacities, to perform any of the foregoing
acts. Beneficiary may collect and receive all the Rents, issues, profits and
revenues from the Trust Property, including those past due as well as those
accruing thereafter, and, after deducting (i) all expenses of taking, holding,
managing and operating the Trust Property (including compensation for the
services of all persons employed for such purposes), (ii) the costs of all such
maintenance, repairs, renewals, replacements, additions, betterments,
improvements, purchases and acquisitions, (iii) the costs of insurance, (iv)
such taxes, assessments and other similar charges as Beneficiary may at its
option pay, (v) other proper charges upon the Trust Property or any part thereof
and (vi) the compensation, expenses and disbursements of the
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attorneys and agents of Beneficiary, Beneficiary shall apply the remainder of
the moneys and proceeds so received first to the payment of the Beneficiary for
the satisfaction of the Obligations, and second, if there is any surplus, to
Grantor, subject to the entitlement of others thereto under applicable law.
(d) Whenever, before any sale of the Trust Property under Section 2.06,
all Obligations that are then due shall have been paid and all Events of Default
fully cured, Beneficiary will surrender possession of the Trust Property back to
Grantor, its successors or assigns. The same right of taking possession shall,
however, arise again if any subsequent Event of Default shall occur and be
continuing.
SECTION 2.04. Right To Cure Grantor's Failure to Perform. Should
Grantor fail in the payment, performance or observance of any term, covenant or
condition required by this Deed of Trust or the Credit Agreement (with respect
to the Trust Property), Beneficiary may pay, perform or observe the same, and
all payments made or costs or expenses incurred by Beneficiary in connection
therewith shall be secured hereby and shall be, without demand, immediately
repaid by Grantor to Beneficiary with interest thereon at the Default Interest
Rate. Beneficiary shall be the judge using reasonable discretion of the
necessity for any such actions and of the amounts to be paid. Beneficiary is
hereby empowered to enter and to authorize others to enter upon the Premises or
the Improvements or any part thereof for the purpose of performing or observing
any such defaulted term, covenant or condition without having any obligation to
so perform or observe and without thereby becoming liable to Grantor, to any
person in possession holding under Grantor or to any other person.
SECTION 2.05. Right to a Receiver. If an Event of Default shall occur
and be continuing, Beneficiary, upon application to a court of competent
jurisdiction, shall be entitled as a matter of right to the appointment of a
receiver to take possession of and to operate the Trust Property and to collect
and apply the Rents. The receiver shall have all of the rights and powers
permitted under the laws of the state wherein the Trust Property is located.
Grantor shall pay to Beneficiary upon demand all reasonable expenses, including
receiver's fees, reasonable attorney's fees and disbursements, costs and agent's
compensation incurred pursuant to the provisions of this Section 2.05; and all
such expenses shall be secured by this Deed of Trust and shall be, without
demand, immediately repaid by Grantor to Beneficiary with interest thereon at
the Default Interest Rate.
SECTION 2.06. Foreclosure and Sale. (a) If an Event of Default shall
occur and be continuing, Beneficiary may elect to sell or to cause and direct
the Trustee to sell the Trust Property or any part of the Trust Property by
exercise of the power of foreclosure or of sale granted to Trustee and/or
Beneficiary by applicable law or this Deed of Trust. In such case, Trustee or
Beneficiary may commence a civil action to foreclose this Deed of Trust, or
Trustee may proceed and sell the Trust Property to satisfy any Obligation.
Trustee or Beneficiary or an officer appointed by a judgment of foreclosure to
sell the Trust Property, may sell all or such parts of the Trust Property as may
be chosen by Trustee or Beneficiary at the time and place of sale fixed by it in
a notice of sale, either as a whole or in separate lots, parcels or items as
Trustee or Beneficiary shall deem expedient, and in such order as it may
determine, at public auction to the highest bidder. Trustee or Beneficiary or an
officer appointed by a judgment of foreclosure to sell the Trust Property may
postpone any foreclosure or other sale of all or any portion of the Trust
Property by public announcement at such time and place of sale, and from time to
time thereafter may postpone such sale by
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public announcement or subsequently noticed sale. Without further notice,
Trustee or Beneficiary or an officer appointed to sell the Trust Property may
make such sale at the time fixed by the last postponement, or may, in its
discretion, give a new notice of sale. Any person, including Grantor or
Beneficiary or any designee or affiliate thereof, may purchase at such sale.
(b) The Trust Property may be sold subject to unpaid taxes and
Permitted Encumbrances, and, after deducting all costs, fees and expenses of
Trustee and Beneficiary (including costs of evidence of title in connection with
the sale), Trustee or Beneficiary or an officer that makes any sale shall apply
the proceeds of sale in the manner set forth in Section 2.08.
(c) Any foreclosure or other sale of less than the whole of the Trust
Property or any defective or irregular sale made hereunder shall not exhaust the
power of foreclosure or of sale provided for herein; and subsequent sales may be
made hereunder until the Obligations have been satisfied, or the entirety of the
Trust Property has been sold.
(d) If an Event of Default shall occur and be continuing, Trustee or
Beneficiary may instead of, or in addition to, exercising the rights described
in Section 2.06(a) above and either with or without entry or taking possession
as herein permitted, proceed by a suit or suits in law or in equity or by any
other appropriate proceeding or remedy (i) to specifically enforce payment of
some or all of the Obligations, or the performance of any term, covenant,
condition or agreement of this Deed of Trust or any other Loan Document or any
other right, or (ii) to pursue any other remedy available to Trustee or
Beneficiary, all as Trustee or Beneficiary shall determine most effectual for
such purposes.
SECTION 2.07. Other Remedies. (a) In case an Event of Default shall
occur and be continuing, Beneficiary may also exercise, to the extent not
prohibited by law, any or all of the remedies available to a secured party under
the uniform commercial code of the State wherein the Trust Property is located.
(b) In connection with a sale of the Trust Property or any Personal
Property and the application of the proceeds of sale as provided in Section
2.08, Beneficiary shall be entitled to enforce payment of and to receive up to
the principal amount of the Obligations, plus all other charges, payments and
costs due under this Deed of Trust, and to recover a deficiency judgment for any
portion of the aggregate principal amount of the Obligations remaining unpaid,
with interest.
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SECTION 2.08. Application of Sale Proceeds and Rents. After any
foreclosure sale of all or any of the Trust Property, Trustee or Beneficiary
shall receive the proceeds of sale, no purchaser shall be required to see to the
application of the proceeds and Trustee or Beneficiary shall apply the proceeds
of the sale together with any Rents that may have been collected and any other
sums that then may be held by Trustee or Beneficiary under this Deed of Trust as
follows:
FIRST, to the payment of the costs and expenses of such sale,
including compensation to Trustee or to Beneficiary's attorneys and
agents, and of any judicial proceedings wherein the same may be made,
and of all expenses, liabilities and advances made or incurred by
Beneficiary under this Deed of Trust, together with interest at the
Default Interest Rate on all advances made by Beneficiary, including
all taxes or assessments (except any taxes, assessments or other
charges subject to which the Trust Property shall have been sold) and
the cost of removing any Permitted Encumbrance (except any Permitted
Encumbrance subject to which the Trust Property was sold);
SECOND, to the Beneficiary for the distribution to the Secured
Parties for the satisfaction of the Obligations owed to the Secured
Parties; and
THIRD, to the Grantor, its successors or assigns, or as a
court of competent jurisdiction may otherwise direct.
The Beneficiary shall have absolute discretion as to the time of application of
any such proceeds, moneys or balances in accordance with this Deed of Trust.
Upon any sale of the Trust Property by the Trustee or Beneficiary (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Trustee or Beneficiary or of the officer making the sale
shall be a sufficient discharge to the purchaser or purchasers of the Trust
Property so sold and such purchaser or purchasers shall not be obligated to see
to the application of any part of the purchase money paid over to the Trustee or
Beneficiary or such officer or be answerable in any way for the misapplication
thereof.
SECTION 2.09. Grantor as Tenant Holding Over. If Grantor remains in
possession of any of the Trust Property after any foreclosure sale by Trustee or
Beneficiary, at Beneficiary's election Grantor shall be deemed a tenant holding
over and shall forthwith surrender possession to the purchaser or purchasers at
such sale or be summarily dispossessed or evicted according to provisions of law
applicable to tenants holding over.
SECTION 2.10. Waiver of Appraisement, Valuation, Stay, Extension and
Redemption Laws. Grantor waives, to the extent not prohibited by law, (i) the
benefit of all laws now existing or that hereafter may be enacted providing for
any appraisement of any portion of the Trust Property, (ii) the benefit of all
laws now existing or that may be hereafter enacted in any way extending the time
for the enforcement or the collection of amounts due under any of the
Obligations or creating or extending a period of redemption from any sale made
in collecting said debt or any other amounts due Beneficiary, (iii) any right to
at any time insist upon, plead, claim or take the benefit or advantage of any
law now or hereafter in force providing for any appraisement, homestead
exemption, valuation, stay, statute of limitations, extension or redemption, or
sale of the Trust Property as separate tracts, units or estates or as a single
parcel in the event of foreclosure or notice of deficiency, and (iv) all rights
of
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redemption, valuation, appraisement, stay of execution, notice of election to
mature or declare due the whole of or each of the Obligations and marshalling in
the event of foreclosure of this Deed of Trust.
SECTION 2.11. Discontinuance of Proceedings. In case Trustee or
Beneficiary shall proceed to enforce any right, power or remedy under this Deed
of Trust by foreclosure, entry or otherwise, and such proceedings shall be
discontinued or abandoned for any reason, or shall be determined adversely to
Trustee or Beneficiary, then and in every such case Grantor, Trustee and
Beneficiary shall be restored to their former positions and rights hereunder,
and all rights, powers and remedies of Trustee or Beneficiary shall continue as
if no such proceeding had been taken.
SECTION 2.12. Suits To Protect the Trust Property. Trustee and/or
Beneficiary shall have power (a) to institute and maintain suits and proceedings
to prevent any impairment of the Trust Property by any acts that may be unlawful
or in violation of this Deed of Trust, (b) to preserve or protect its interest
in the Trust Property and in the Rents arising therefrom and (c) to restrain the
enforcement of or compliance with any legislation or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of or compliance with such enactment, rule or order would impair
the security or be prejudicial to the interest of Trustee or Beneficiary
hereunder.
SECTION 2.13. Filing Proofs of Claim. In case of any receivership,
insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or
other proceedings affecting Grantor, Beneficiary shall, to the extent permitted
by law, be entitled to file such proofs of claim and other documents as may be
necessary or advisable in order to have the claims of Beneficiary allowed in
such proceedings for the Obligations secured by this Deed of Trust at the date
of the institution of such proceedings and for any interest accrued, late
charges and additional interest or other amounts due or that may become due and
payable hereunder after such date.
SECTION 2.14. Possession by Beneficiary. Notwithstanding the
appointment of any receiver, liquidator or trustee of Grantor, any of its
property or the Trust Property, Beneficiary shall be entitled, to the extent not
prohibited by law, to remain in possession and control of all parts of the Trust
Property now or hereafter granted under this Deed of Trust to Beneficiary in
accordance with the terms hereof and applicable law.
SECTION 2.15. Waiver. (a) No delay or failure by Trustee or Beneficiary
to exercise any right, power or remedy accruing upon any breach or Event of
Default shall exhaust or impair any such right, power or remedy or be construed
to be a waiver of any such breach or Event of Default or acquiescence therein;
and every right, power and remedy given by this Deed of Trust to Trustee or
Beneficiary may be exercised from time to time and as often as may be deemed
expedient by Trustee or Beneficiary. No consent or waiver by Beneficiary to or
of any breach or default by Grantor in the performance of the Obligations shall
be deemed or construed to be a consent or waiver to or of any other breach or
Event of Default in the performance of the same or any other Obligations by
Grantor hereunder. No failure on the part of Beneficiary to complain of any act
or failure to act or to declare an Event of Default, irrespective of how long
such failure continues, shall constitute a waiver by Beneficiary of its rights
hereunder or impair any rights, powers or remedies consequent on any future
Event of Default by Grantor.
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<PAGE> 200
(b) Even if Beneficiary (i) grants some forbearance or an extension of
time for the payment of any sums secured hereby, (ii) takes other or additional
security for the payment of any sums secured hereby, (iii) waives or does not
exercise some right granted herein or under the Loan Documents, (iv) releases a
part of the Trust Property from this Deed of Trust, (v) agrees to change some of
the terms, covenants, conditions or agreements of any of the Loan Documents,
(vi) consents to the filing of a map, plat or replat affecting the Premises,
(vii) consents to the granting of an easement or other right affecting the
Premises or (viii) makes or consents to an agreement subordinating Beneficiary's
lien on the Trust Property hereunder; no such act or omission shall preclude
Beneficiary from exercising any other right, power or privilege herein granted
or intended to be granted in the event of any breach or Event of Default then
made or of any subsequent default; nor, except as otherwise expressly provided
in an instrument executed by Trustee and Beneficiary, shall this Deed of Trust
be altered thereby. In the event of the sale or transfer by operation of law or
otherwise of all or part of the Trust Property, Beneficiary is hereby authorized
and empowered to deal with any vendee or transferee with reference to the Trust
Property secured hereby, or with reference to any of the terms, covenants,
conditions or agreements hereof, as fully and to the same extent as it might
deal with the original parties hereto and without in any way releasing or
discharging any liabilities, obligations or undertakings.
SECTION 2.16. Remedies Cumulative. No right, power or remedy conferred
upon or reserved to Trustee or Beneficiary by this Deed of Trust is intended to
be exclusive of any other right, power or remedy, and each and every such right,
power and remedy shall be cumulative and concurrent and in addition to any other
right, power and remedy given hereunder or now or hereafter existing at law or
in equity or by statute.
ARTICLE III
Miscellaneous
SECTION 3.01. Partial Invalidity. In the event any one or more of the
provisions contained in this Deed of Trust shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such validity, illegality or
unenforceability shall, at the option of Beneficiary, not affect any other
provision of this Deed of Trust, and this Deed of Trust shall be construed as if
such invalid, illegal or unenforceable provision had never been contained herein
or therein.
SECTION 3.02. Notices. All notices and communications hereunder shall
be in writing and given to Grantor and Trustee in accordance with the terms of
the Credit Agreement at the address set forth on the first page of this Deed of
Trust and to the Agent or any Lender as provided in the Credit Agreement.
SECTION 3.03. Successors and Assigns. All of the grants, covenants,
terms, provisions and conditions herein shall run with the Premises and the
Improvements and shall apply to, bind and inure to, the benefit of the permitted
successors and assigns of Grantor and the successors and assigns of Beneficiary.
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<PAGE> 201
SECTION 3.04. Satisfaction and Cancellation. (a) The conveyance to
Trustee of the Trust Property as security and for the benefit of Beneficiary,
created and consummated by this Deed of Trust shall be null and void when all
the Obligations have been indefeasibly paid in full in accordance with the terms
of the Loan Documents and the Lenders have no further commitment to make Loans
under the Credit Agreement, no Letters of Credit are outstanding and the Issuing
Lender has no further obligation to issue Letters of Credit under the Credit
Agreement.
(b) Upon a sale or financing by Grantor of all or any portion of the
Trust Property that is permitted under the Credit Agreement and the application
of the Net Proceeds of such sale or financing in accordance with the Credit
Agreement, the lien of this Deed of Trust shall be released from the applicable
portion of the Trust Property. Grantor shall give Beneficiary reasonable written
notice of any sale or financing of the Trust Property prior to the closing of
such sale or financing.
(c) In connection with any termination or release pursuant to paragraph
(a), the Deed of Trust shall be marked "satisfied" by the Beneficiary and/or
Trustee, and this Deed of Trust shall be canceled of record at the request and
at the expense of the Grantor. Beneficiary and Trustee shall execute any
documents reasonably requested by Grantor to accomplish the foregoing or to
accomplish any release contemplated by paragraph (a) and Grantor will pay all
costs and expenses, including reasonable attorneys' fees, disbursements and
other charges, incurred by Beneficiary and Trustee in connection with the
preparation and execution of such documents.
SECTION 3.05. Definitions. As used in this Deed of Trust, the singular
shall include the plural as the context requires and the following words and
phrases shall have the following meanings: (a) "including" shall mean "including
but not limited to"; (b) "provisions" shall mean "provisions, terms, covenants
and/or conditions"; (c) "lien" shall mean "lien, charge, encumbrance, security
interest, mortgage or deed of trust"; (d) "obligation" shall mean "obligation,
duty, covenant and/or condition"; and (e) "any of the Trust Property" shall mean
"the Trust Property or any part thereof or interest therein". Any act that
Trustee or Beneficiary is permitted to perform hereunder may be performed at any
time and from time to time by Trustee or Beneficiary or any person or entity
designated by Trustee or Beneficiary. Any act that is prohibited to Grantor
hereunder is also prohibited to all lessees of any of the Trust Property. Each
appointment of Trustee or Beneficiary as attorney-in-fact for Grantor under the
Deed of Trust is irrevocable, with power of substitution and coupled with an
interest. Subject to the applicable provisions hereof, Beneficiary has the right
to refuse to grant its consent, approval or acceptance or to indicate its
satisfaction, in its sole discretion, whenever such consent, approval,
acceptance or satisfaction is required hereunder.
SECTION 3.06. Multisite Real Estate Transaction. Grantor acknowledges
that this Deed of Trust is one of a number of Other Mortgages and Security
Documents that secure the Obligations. Grantor agrees that the lien of this Deed
of Trust shall be absolute and unconditional and shall not in any manner be
affected or impaired by any acts or omissions whatsoever of Trustee or
Beneficiary and without limiting the generality of the foregoing, the lien
hereof shall not be impaired by any acceptance by the Trustee or Beneficiary of
any security for or guarantees of any of the Obligations hereby secured, or by
any failure, neglect or omission on the part of Trustee or Beneficiary to
realize upon or protect any Obligation or
22
<PAGE> 202
indebtedness hereby secured or any collateral security therefor including the
Other Mortgages and other Security Documents. The lien hereof shall not in any
manner be impaired or affected by any release (except as to the property
released), sale, pledge, surrender, compromise, settlement, renewal, extension,
indulgence, alteration, changing, modification or disposition of any of the
Obligations secured or of any of the collateral security therefor, including the
Other Mortgages and other Security Documents or of any guarantee thereof, and
Trustee or Beneficiary may at its discretion foreclose, exercise any power of
sale, or exercise any other remedy available to it under any or all of the Other
Mortgages and other Security Documents without first exercising or enforcing any
of its rights and remedies hereunder. Such exercise of Trustee's or
Beneficiary's rights and remedies under any or all of the Other Mortgages and
other Security Documents shall not in any manner impair the indebtedness hereby
secured or the lien of this Deed of Trust and any exercise of the rights or
remedies of Trustee or Beneficiary hereunder shall not impair the lien of any of
the Other Mortgages and other Security Documents or any of Trustee or
Beneficiary's rights and remedies thereunder. Grantor specifically consents and
agrees that Trustee or Beneficiary may exercise its rights and remedies
hereunder and under the Other Mortgages and other Security Documents separately
or concurrently and in any order that it may deem appropriate and waives any
rights of subrogation.
ARTICLE IV
Particular Provisions
This Deed of Trust is subject to the following provisions relating to
the particular laws of the state wherein the Premises are located:
SECTION 4.01. Applicable Law; Certain Particular Provisions. This Deed
of Trust shall be governed by and construed in accordance with the internal law
of the State of New York; provided, however, that the provisions of this Deed of
Trust relating to the creation, perfection and enforcement of the lien and
security interest created by this Deed of Trust in respect of the Trust Property
and the exercise of each remedy provided hereby, including the power of
foreclosure or power of sale procedures set forth in this Deed of Trust, shall
be governed by and construed in accordance with the internal law of the state
where the Trust Property is located, and Grantor and Beneficiary agree to submit
to jurisdiction and the laying of venue for any suit on this Deed of Trust in
such state. The terms and provisions set forth in Appendix A attached hereto are
hereby incorporated by reference as though fully set forth herein. In the event
of any conflict between the terms and provisions contained in the body of this
Deed of Trust and the terms and provisions set forth in Appendix A, the terms
and provisions set forth in Appendix A shall govern and control.
SECTION 4.02. Trustee's Powers and Liabilities. (a) Trustee, by
acceptance hereof, covenants faithfully to perform and fulfill the trusts herein
created, being liable, however, only for gross negligence, bad faith or wilful
misconduct, and hereby waives any statutory fee and agrees to accept reasonable
compensation, in lieu thereof, for any services rendered by it in accordance
with the terms hereof. All authorities, powers and discretions given in this
Deed of Trust to Trustee and/or Beneficiary may be exercised by either, without
the other, with the same effect as if exercised jointly.
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<PAGE> 203
(b) Trustee may resign at any time upon giving 30 days' notice in
writing to Grantor and to Beneficiary.
(c) Beneficiary may remove Trustee at any time or from time to time and
select a successor trustee. In the event of the death, removal, resignation,
refusal to act, inability to act or absence of Trustee from the state in which
the premises are located, or in its sole discretion for any reason whatsoever,
Beneficiary may, upon notice to the Grantor and without specifying the reason
therefor and without applying to any court, select and appoint a successor
trustee, and all powers, rights, duties and authority of the former Trustee, as
aforesaid, shall thereupon become vested in such successor. Such substitute
trustee shall not be required to give bond for the faithful performance of his
duties unless required by Beneficiary. Such substitute trustee shall be
appointed by written instrument duly recorded in the county where the Land is
located. Grantor hereby ratifies and confirms any and all acts that the herein
named Trustee, or his successor or successors in this trust, shall do lawfully
by virtue hereof. Grantor hereby agrees, on behalf of itself and its heirs,
executors, administrators and assigns, that the recitals contained in any deed
or deeds executed in due form by any Trustee or substitute trustee, acting under
the provisions of this instrument, shall be prima facie evidence of the facts
recited, and that it shall not be necessary to prove in any court, otherwise
than by such recitals, the existence of the facts essential to authorize the
execution and delivery of such deed or deeds and the passing of title thereby.
(d) Trustee shall not be required to see that this Deed of Trust is
recorded, nor liable for its validity or its priority as a first deed of trust,
or otherwise, nor shall Trustee be answerable or responsible for performance or
observance of the covenants and agreements imposed upon Grantor or Beneficiary
by this Deed of Trust or any other agreement. Trustee, as well as Beneficiary,
shall have authority in their respective discretion to employ agents and
attorneys in the execution of this trust and to protect the interest of the
Beneficiary hereunder, and to the extent permitted by law they shall be
compensated and all expenses relating to the employment of such agents and/or
attorneys, including expenses of litigations, shall be paid out of the proceeds
of the sale of the Trust Property conveyed hereby should a sale be had, but if
no such sale be had, all sums so paid out shall be recoverable to the extent
permitted by law by all remedies at law or in equity.
(e) At any time, or from time to time, without liability therefor and
with 10 days' prior written notice to Grantor, upon written request of
Beneficiary and without affecting the effect of this Deed of Trust upon the
remainder of the Trust Property, Trustee may (i) reconvey any part of the Trust
Property, (ii) consent in writing to the making of any map or plat thereof, so
long as Grantor has consented thereto, (iii) join in granting any easement
thereon, so long as Grantor has consented thereto, or (iv) join in any extension
agreement or any agreement subordinating the lien or charge hereof.
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<PAGE> 204
IN WITNESS WHEREOF, this Deed of Trust has been duly executed and
delivered to Trustee and Beneficiary by Grantor on the date of the
acknowledgment attached hereto.
FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware
corporation,
by: ________________________________________
Name:
Title:
Attest:
by _____________________________
Name:
Title:
25
<PAGE> 205
STATE OF _________________ )
: ss.
COUNTY OF ________________ )
The foregoing instrument was acknowledged before me this
______ day of April, 1999 by _____________________, the __________________ of
Fairchild Semiconductor Corporation, a Delaware corporation, on behalf of said
corporation.
_______________________________________
NOTARY PUBLIC
Residing at:___________________________
My Commission Expires:
_______________________________
26
<PAGE> 206
Exhibit A
to Deed of Trust
Legal Description
<PAGE> 207
Schedule A
to Deed of Trust
Leases of Trust Property
<PAGE> 208
Appendix A
to Deed of Trust
Local Law Provisions
<PAGE> 209
EXECUTION COPY
PARENT GUARANTEE AGREEMENT dated as of April 14,
1999, between FSC SEMICONDUCTOR CORPORATION, a Delaware
corporation (the "Guarantor") and CREDIT SUISSE FIRST BOSTON,
a bank organized under the laws of Switzerland, acting through
its New York branch ("CSFB"), as collateral agent (the
"Collateral Agent") for the Secured Parties (as defined in the
Credit Agreement referred to below).
Reference is made to the Credit Agreement dated as of April 14, 1999
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Fairchild Semiconductor Corporation, a Delaware corporation
(the "Borrower"), the Guarantor, the lenders from time to time party thereto
(the "Lenders"), CSFB, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), and as Collateral Agent, swingline lender
and Issuing Bank (as defined therein), Salomon Brothers Holding Company Inc, as
syndication agent, and Fleet National Bank, as Issuing Bank and as documentation
agent and ABN Amro Bank, NV, as documentation agent. Capitalized terms used
herein and not defined herein shall have the meanings assigned to such terms in
the Credit Agreement.
The Lenders have agreed to make Loans to the Borrower, and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. As the owner of all of the issued and outstanding capital
stock of the Borrower, the Guarantor acknowledges that it will derive
substantial benefit from the making of the Loans by the Lenders and the issuance
of the Letters of Credit by the Issuing Bank. The obligations of the Lenders to
make Loans and of the Issuing Bank to issue Letters of Credit are conditioned
on, among other things, the execution and delivery by the Guarantor of a
Guarantee Agreement in the form hereof. As consideration therefor and in order
to induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit, the Guarantor is willing to execute this Agreement.
<PAGE> 210
Accordingly, the parties hereto agree as follows:
SECTION 1. Guarantee. The Guarantor unconditionally guarantees, as a
primary obligor and not merely as a surety, (a) the due and punctual payment of
(i) the principal of and premium, if any, and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) on the Loans, when and as due, whether at maturity, by acceleration,
upon one or more dates set for prepayment or otherwise, (ii) each payment
required to be made by the Borrower under the Credit Agreement in respect of any
Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide cash
collateral and (iii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the Loan Parties to the
Secured Parties under the Credit Agreement and the other Loan Documents, (b) the
due and punctual performance of all covenants, agreements, obligations and
liabilities of the Loan Parties under or pursuant to the Credit Agreement and
the other Loan Documents and (c) unless otherwise agreed upon in writing by the
applicable Lender party thereto, all obligations of the Borrower, monetary or
otherwise, under each Interest Rate Protection Agreement entered into with a
counterparty that was a Lender at the time such Interest Rate Protection
Agreement was entered into (all the monetary and other obligations referred to
in the preceding clauses (a) through (c) being collectively called the
"Obligations"). The Guarantor further agrees that the Obligations may be
extended or renewed, in whole or in part, without notice to or further assent
from it, and that it will remain bound upon its guarantee notwithstanding any
extension or renewal of any Obligation.
SECTION 2. Obligations Not Waived. To the fullest extent permitted by
applicable law, the Guarantor waives presentment to, demand of payment from and
protest to the Borrower of any of the Obligations, and also waives notice of
acceptance of its guarantee and notice of protest for nonpayment. To the fullest
extent permitted by applicable law, the obligations of the Guarantor hereunder
shall not be affected by (a) the failure of the Collateral Agent or any other
Secured Party to assert any claim or demand or to enforce or exercise any right
or remedy against the Borrower or any other guarantor of the Obligations under
the provisions of the Credit Agreement, any other Loan Document or otherwise,
(b) any rescission, waiver, amendment or modification of, or any release from
any of the terms or provisions of this Agreement, any other Loan Document, any
Guarantee or any other agreement, including with respect to any other guarantor
of the Obligations or (c) the failure to perfect any security interest in, or
the release of, any of the security held by or on behalf of the Collateral Agent
or any other Secured Party.
SECTION 3. Security. The Guarantor authorizes the Collateral Agent and
each of the other Secured Parties to (a) take and hold security for the payment
of this Guarantee and the Obligations and exchange, enforce, waive and release
any such security, (b) apply such security and direct the order or manner of
sale thereof as they in their sole discretion may determine and (c) release or
substitute any one or more endorsees, other guarantors or other obligors.
SECTION 4. Guarantee of Payment. The Guarantor further agrees that its
guarantee constitutes a guarantee of payment when due and not of collection, and
waives any right to require that any resort be had by the Collateral Agent or
any other Secured Party to any of the security held for payment of the
Obligations or to any balance of any deposit account or credit on the books of
the Collateral Agent or any other Secured Party in favor of the Borrower or any
other person.
SECTION 5. No Discharge or Diminishment of Guarantee. The obligations
of the Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment in
full in cash of the Obligations), including any claim of waiver, release,
surrender, alteration or compromise of any of the Obligations, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason
<PAGE> 211
3
of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
the Guarantor hereunder shall not be discharged or impaired or otherwise
affected by the failure of the Collateral Agent or any other Secured Party to
assert any claim or demand or to enforce any remedy under the Credit Agreement,
any other Loan Document or any other agreement, by any waiver or modification of
any provision of any thereof, by any default, failure or delay, wilful or
otherwise, in the performance of the Obligations, or by any other act or
omission that may or might in any manner or to any extent vary the risk of the
Guarantor or that would otherwise operate as a discharge of the Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations).
SECTION 6. Defenses of Borrower Waived. To the fullest extent permitted
by applicable law, the Guarantor waives any defense based on or arising out of
any defense of the Borrower or the unenforceability of the Obligations or any
part thereof from any cause, or the cessation from any cause of the liability of
the Borrower, other than the final and indefeasible payment in full in cash of
the Obligations. The Collateral Agent and the other Secured Parties may, at
their election, foreclose on any security held by one or more of them by one or
more judicial or nonjudicial sales, accept an assignment of any such security in
lieu of foreclosure, compromise or adjust any part of the Obligations, make any
other accommodation with the Borrower or any other guarantor or exercise any
other right or remedy available to them against the Borrower or any other
guarantor, without affecting or impairing in any way the liability of the
Guarantor hereunder except to the extent the Obligations have been fully,
finally and indefeasibly paid in cash. To the fullest extent permitted by
applicable law, the Guarantor waives any defense arising out of any such
election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of the Guarantor against the Borrower or any other guarantor, as the
case may be, or any security.
SECTION 7. Agreement to Pay; Subrogation. In furtherance of the
foregoing and not in limitation of any other right that the Collateral Agent or
any other Secured Party has at law or in equity against the Guarantor by virtue
hereof, upon the failure of the Borrower or any other Loan Party to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, the Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Collateral Agent
or such other Secured Party as designated thereby in cash the amount of such
unpaid Obligations. Upon payment by the Guarantor of any sums to the Collateral
Agent or any Secured Party as provided above, all rights of the Guarantor
against the Borrower arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be
subordinate and junior in right of payment to the prior indefeasible payment in
full in cash of all the Obligations. In addition, any indebtedness of the
Borrower now or hereafter held by the Guarantor is hereby subordinated in right
of payment to the prior payment in full of the Obligations. If any amount shall
erroneously be paid to the Guarantor on account of (i) such subrogation,
contribution, reimbursement, indemnity or similar right or (ii) any such
indebtedness of the Borrower, such amount shall be held in trust for the benefit
of the Secured Parties and shall forthwith be paid to the Collateral Agent to be
credited against the payment of the Obligations, whether matured or unmatured,
in accordance with the terms of the Loan Documents.
SECTION 8. Information. The Guarantor assumes all responsibility for
being and keeping itself informed of the Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Obligations and the nature, scope and extent of the risks that the Guarantor
assumes and incurs hereunder, and agrees that none of the Collateral Agent or
the other Secured Parties will have any duty to advise the Guarantor of
information known to it or any of them regarding such circumstances or risks.
SECTION 9. Termination. The Guarantee made hereunder (a) shall
terminate when all the Obligations have been indefeasibly paid in full and the
Lenders have no further commitment to lend under the Credit Agreement, the L/C
Exposure has been reduced to zero and the Issuing Bank has
<PAGE> 212
4
no further obligation to issue Letters of Credit under the Credit Agreement and
(b) shall continue to be effective or be reinstated, as the case may be, if at
any time payment, or any part thereof, of any Obligation is rescinded or must
otherwise be restored by any Secured Party or the Guarantor upon the bankruptcy
or reorganization of the Borrower, the Guarantor or otherwise.
SECTION 10. Binding Agreement; Assignments. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of the Guarantor that are contained in this
Agreement shall bind and inure to the benefit of each party hereto and their
respective successors and assigns. This Agreement shall become effective when a
counterpart hereof executed on behalf of the Guarantor shall have been delivered
to the Collateral Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon the
Guarantor and the Collateral Agent and their respective successors and assigns,
and shall inure to the benefit of the Guarantor, the Collateral Agent and the
other Secured Parties, and their respective successors and assigns, except that
the Guarantor shall not have the right to assign its rights or obligations
hereunder or any interest herein (and any such attempted assignment shall be
void).
SECTION 11. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the other Secured Parties under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by the
Guarantor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice or demand on the Guarantor in any case shall entitle the Guarantor to any
other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to a written agreement entered into between
the Guarantor and the Collateral Agent, with the prior written consent of the
Required Lenders (except as otherwise provided in the Credit Agreement).
SECTION 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 13. Notices. All communications and notices hereunder shall be
in writing and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to each Guarantor shall be given to it at
333 Western Avenue, South Portland, Maine 04106.
SECTION 14. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Guarantors herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Collateral Agent and the other Secured Parties and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank regardless of any investigation made by
the Secured Parties or on their behalf, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
other fee or amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or the L/C Exposure does not equal zero and as long as
the Commitments and the L/C Commitment have not been terminated.
<PAGE> 213
5
SECTION 15. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective as
provided in Section 10. Delivery of an executed signature page to this Agreement
by facsimile transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement.
SECTION 16. Rules of Interpretation. The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to this
Agreement.
<PAGE> 214
6
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
FSC SEMICONDUCTOR CORPORATION, as
Guarantor,
by:
--------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as
Collateral Agent,
by:
--------------------------
Name:
Title:
by:
--------------------------
Name:
Title:
<PAGE> 215
EXECUTION COPY
PLEDGE AGREEMENT dated as of April 14, 1999, among
FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware corporation
(the "Borrower"), FSC SEMICONDUCTOR CORPORATION, a Delaware
corporation ("Holdings"), each Subsidiary of the Borrower
listed on Schedule I hereto (each such Subsidiary individually
a "Subsidiary Pledgor" and collectively, the "Subsidiary
Pledgors"; the Borrower, Holdings and the Subsidiary Pledgors
are referred to collectively herein as the "Pledgors") and
CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of
Switzerland, acting through its New York branch ("CSFB"), as
collateral agent (in such capacity, the "Collateral Agent")
for the Secured Parties (as defined in the Credit Agreement
referred to below).
Reference is made to (a) the Credit Agreement dated as of April 14,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, Holdings, the lenders from time to time
party thereto (the "Lenders"), CSFB, as administrative agent for the Lenders,
and as Collateral Agent, swingline lender and Issuing Bank (as defined therein),
Salomon Brothers Holding Company Inc, as syndication agent, and Fleet National
Bank, as Issuing Bank and as documentation agent and ABN Amro Bank, NV, as
documentation agent, (b) the Parent Guarantee Agreement dated as of April 14,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Parent Guarantee Agreement"), between Holdings and the Collateral Agent and (c)
the Subsidiary Guarantee Agreement dated as of April 14, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Subsidiary Guarantee
Agreement"; and, collectively with the Parent Guarantee Agreement, the
"Guarantee Agreements") among the Subsidiary Pledgors and the Collateral Agent.
The Lenders have agreed to make Loans to the Borrower and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. Holdings and the Subsidiary Guarantors have agreed to
guarantee, among other things, all the obligations of the Borrower under the
Credit Agreement. The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit are conditioned upon, among other
things, the execution and delivery by the Pledgors of a Pledge Agreement in the
form hereof to secure (a) the due and punctual payment by the Borrower of (i)
the principal of and premium, if any, and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral and
(iii) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Borrower to the Secured Parties
under the Credit Agreement and the other Loan Documents, (b) the due and
punctual performance of all covenants, agreements, obligations and liabilities
of the Borrower under or pursuant to the Credit Agreement and the other Loan
Documents, (c) the due and punctual payment and performance of all the
covenants, agreements, obligations and liabilities of Holdings under or pursuant
to the Parent Guarantee Agreement or the
<PAGE> 216
other Loan Documents, (d) the due and punctual payment and performance of all
the covenants, agreements, obligations and liabilities of each Subsidiary
Pledgor under or pursuant to the Subsidiary Guarantee Agreement or the other
Loan Documents and (e) the due and punctual payment and performance of all
obligations of the Borrower under each Interest Rate Protection Agreement
entered into with any counterparty that was a Lender at the time such Interest
Rate Protection Agreement was entered into (all the monetary and other
obligations referred to in the preceding lettered clauses of this paragraph
being referred to collectively as the "Obligations"). Capitalized terms used
herein and not defined herein shall have meanings assigned to such terms in the
Credit Agreement.
Accordingly, the Pledgors and the Collateral Agent, on behalf of itself
and each Secured Party (and each of their respective successors or assigns),
hereby agree as follows:
SECTION 1. Pledge. As security for the payment and performance, as the
case may be, in full of the Obligations, each Pledgor hereby transfers, grants,
bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the
Collateral Agent, its successors and assigns, and hereby grants to the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a security interest in all of the Pledgor's right, title and
interest in, to and under (a) the shares of capital stock owned by it and listed
on Schedule II hereto and any shares of capital stock of the Borrower or any
Subsidiary obtained in the future by the Pledgor and the certificates
representing all such shares (the "Pledged Stock"); provided that the Pledged
Stock shall not include (i) more than 65% of the issued and outstanding shares
of stock of any Foreign Subsidiary or (ii) to the extent that applicable law
requires that a Subsidiary of the Pledgor issue directors' qualifying shares,
such qualifying shares; (b)(i) the debt securities listed opposite the name of
the Pledgor on Schedule II hereto, (ii) any debt securities in the future issued
to the Pledgor and (iii) the promissory notes and any other instruments
evidencing such debt securities (the "Pledged Debt Securities"); (c) all other
property that may be delivered to and held by the Collateral Agent pursuant to
the terms hereof; (d) subject to Section 5, all payments of principal or
interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed, in respect of, in exchange for or
upon the conversion of the securities referred to in clauses (a) and (b) above;
(e) subject to Section 5, all rights and privileges of the Pledgor with respect
to the securities and other property referred to in clauses (a), (b), (c) and
(d) above; and (f) all proceeds of any of the foregoing (the items referred to
in clauses (a) through (f) above being collectively referred to as the
"Collateral"). Upon delivery to the Collateral Agent, (a) any stock
certificates, notes or other securities now or hereafter included in the
Collateral (the "Pledged Securities") shall be accompanied by stock powers duly
executed in blank or other instruments of transfer satisfactory to the
Collateral Agent and by such other instruments and documents as the Collateral
Agent may reasonably request and (b) all other property comprising part of the
Collateral shall be accompanied by proper instruments of assignment duly
executed by the applicable Pledgor and such other instruments or documents as
the Collateral Agent may reasonably request. Each delivery of Pledged Securities
shall be accompanied by a schedule describing the securities theretofore and
then being pledged hereunder, which schedule shall be attached hereto as
Schedule II and made a part hereof. Each schedule so delivered shall supersede
any prior schedules so delivered.
TO HAVE AND TO HOLD the Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the ratable benefit
of the Secured Parties, forever; subject, however, to the terms, covenants and
conditions hereinafter set forth.
SECTION 2. Delivery of the Collateral. (a) Each Pledgor agrees promptly
to deliver or cause to be delivered to the Collateral Agent any and all Pledged
Securities, and any and all certificates or other instruments or documents
representing the Collateral.
<PAGE> 217
3
(b) Each Pledgor will cause any Indebtedness for borrowed money owed to
the Pledgor by any person to be evidenced by a duly executed promissory note
that is pledged and delivered to the Collateral Agent pursuant to the terms
thereof.
SECTION 3. Representations, Warranties and Covenants. Each Pledgor
hereby represents, warrants and covenants, as to itself and the Collateral
pledged by it hereunder, to and with the Collateral Agent that:
(a) the Pledged Stock represents that percentage as set forth
on Schedule II of the issued and outstanding shares of each class of
the capital stock of the issuer with respect thereto;
(b) except for the security interest granted hereunder, the
Pledgor (i) is and will at all times continue to be the direct owner,
beneficially and of record, of the Pledged Securities indicated on
Schedule II, (ii) holds the same free and clear of all Liens except
those permitted by the Credit Agreement or any other Loan Document,
(iii) will make no assignment, pledge, hypothecation or transfer of, or
create or permit to exist any security interest in or other Lien on,
the Collateral, other than pursuant hereto, or as permitted by the
Credit Agreement or any other Loan Document and (iv) subject to Section
5, will cause any and all Collateral, whether for value paid by the
Pledgor or otherwise, to be forthwith deposited with the Collateral
Agent and pledged or assigned hereunder;
(c) the Pledgor (i) has the power and authority to pledge the
Collateral in the manner hereby done or contemplated and (ii) will
defend its title or interest thereto or therein against any and all
Liens (other than the Liens created by this Agreement or permitted by
the Credit Agreement or any other Loan Document), however arising, of
all persons whomsoever;
(d) no consent of any other person (including stockholders or
creditors of any Pledgor) and no consent or approval of any
Governmental Authority or any securities exchange was or is necessary
to the validity of the pledge effected hereby;
(e) by virtue of the execution and delivery by the Pledgors of
this Agreement, when the Pledged Securities, certificates or other
documents representing or evidencing the Collateral are delivered to
the Collateral Agent in accordance with this Agreement, the Collateral
Agent will obtain a valid and perfected first lien upon and security
interest in such Pledged Securities as security for the payment and
performance of the Obligations;
(f) the pledge effected hereby is effective to vest in the
Collateral Agent, on behalf of the Secured Parties, the rights of the
Collateral Agent in the Collateral as set forth herein;
(g) all of the Pledged Stock has been duly authorized and
validly issued and is fully paid and nonassessable;
(h) all information set forth herein relating to the Pledged
Stock is accurate and complete in all material respects as of the date
hereof; and
(i) the pledge of the Pledged Stock pursuant to this Agreement
does not violate Regulation T, U or X of the Federal Reserve Board or
any successor thereto as of the date hereof.
SECTION 4. Registration in Nominee Name; Denominations. The Collateral
Agent, on behalf of the Secured Parties, shall have the right following an Event
of Default which is continuing (in its sole and absolute discretion) to hold the
Pledged Securities in its own name as pledgee, the name of its nominee (as
pledgee or as sub-agent) or the name of the Pledgors, endorsed or assigned
<PAGE> 218
4
in blank or in favor of the Collateral Agent. Each Pledgor will promptly give to
the Collateral Agent copies of any notices or other communications received by
it with respect to Pledged Securities registered in the name of such Pledgor.
The Collateral Agent shall at all times following an Event of Default which is
continuing have the right to exchange the certificates representing Pledged
Securities for certificates of smaller or larger denominations for any purpose
consistent with this Agreement.
SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and
until an Event of Default shall have occurred and be continuing:
(i) Each Pledgor shall be entitled to exercise any and all
voting and/or other consensual rights and powers inuring to an owner of
Pledged Securities or any part thereof for any purpose consistent with
the terms of this Agreement, the Credit Agreement and the other Loan
Documents; provided, however, that such Pledgor will not be entitled to
exercise any such right if the result thereof could materially and
adversely affect the rights inuring to a holder of the Pledged
Securities or the rights and remedies of any of the Secured Parties
under this Agreement or the Credit Agreement or any other Loan Document
or the ability of the Secured Parties to exercise the same.
(ii) The Collateral Agent shall execute and deliver to each
Pledgor, or cause to be executed and delivered to each Pledgor, all
such proxies, powers of attorney and other instruments as such Pledgor
may reasonably request for the purpose of enabling such Pledgor to
exercise the voting and/or consensual rights and powers it is entitled
to exercise pursuant to subparagraph (i) above and to receive the cash
dividends it is entitled to receive pursuant to subparagraph (iii)
below.
(iii) Each Pledgor shall be entitled to receive and retain any
and all cash dividends, interest and principal paid on the Pledged
Securities to the extent and only to the extent that such cash
dividends, interest and principal are permitted by, and otherwise paid
in accordance with, the terms and conditions of the Credit Agreement,
the other Loan Documents and applicable laws. All noncash dividends,
interest and principal, and all dividends, interest and principal paid
or payable in cash or otherwise in connection with a partial or total
liquidation or dissolution, return of capital, capital surplus or
paid-in surplus, and all other distributions (other than distributions
referred to in the preceding sentence) made on or in respect of the
Pledged Securities, whether paid or payable in cash or otherwise,
whether resulting from a subdivision, combination or reclassification
of the outstanding capital stock of the issuer of any Pledged
Securities or received in exchange for Pledged Securities or any part
thereof, or in redemption thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which such
issuer may be a party or otherwise, shall be and become part of the
Collateral, and, if received by any Pledgor, shall not be commingled by
such Pledgor with any of its other funds or property but shall be held
separate and apart therefrom, shall be held in trust for the benefit of
the Collateral Agent and shall be forthwith delivered to the Collateral
Agent in the same form as so received (with any necessary endorsement).
(b) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to dividends, interest or principal that such
Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall
cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to receive
and retain such dividends, interest or principal. All dividends, interest or
principal received by the Pledgor contrary to the provisions of this Section 5
shall be held in trust for the benefit of the Collateral Agent, shall be
segregated from other property or funds of such Pledgor and shall be forthwith
delivered to the Collateral Agent upon demand in the same form as so received
(with any necessary endorsement). Any and all money and other property paid over
to or received by the Collateral Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Collateral Agent in
<PAGE> 219
5
an account to be established by the Collateral Agent upon receipt of such money
or other property and shall be applied in accordance with the provisions of
Section 7. After all Events of Default have been cured or waived, the Collateral
Agent shall, within five Business Days after all such Events of Default have
been cured or waived, repay to each Pledgor all cash dividends, interest or
principal (without interest), that such Pledgor would otherwise be permitted to
retain pursuant to the terms of paragraph (a)(iii) above and which remain in
such account.
(c) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to exercise the voting and consensual rights
and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii)
of this Section 5, shall cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall have the sole and exclusive right
and authority to exercise such voting and con sensual rights and powers,
provided that, unless otherwise directed by the Required Lenders, the Collateral
Agent shall have the right from time to time following and during the
continuance of an Event of Default to permit the Pledgors to exercise such
rights. After all Events of Default have been cured or waived, such Pledgor will
have the right to exercise the voting and consensual rights and powers that it
would otherwise be entitled to exercise pursuant to the terms of paragraph
(a)(i) above.
SECTION 6. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, subject to applicable regulatory and legal
requirements, the Collateral Agent may sell the Collateral, or any part thereof,
at public or private sale or at any broker's board or on any securities
exchange, for cash, upon credit or for future delivery as the Collateral Agent
shall deem appropriate. The Collateral Agent shall be authorized at any such
sale (if it deems it advisable to do so) to restrict the prospective bidders or
purchasers to persons who will represent and agree that they are purchasing the
Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the
Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Pledgor, and, to the extent permitted by applicable
law, the Pledgors hereby waive all rights of redemption, stay, valuation and
appraisal any Pledgor now has or may at any time in the future have under any
rule of law or statute now existing or hereafter enacted.
The Collateral Agent shall give a Pledgor 10 days' prior written notice
(which each Pledgor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the Collateral Agent's intention to
make any sale of such Pledgor's Collateral. Such notice, in the case of a public
sale, shall state the time and place for such sale and, in the case of a sale at
a broker's board or on a securities exchange, shall state the board or exchange
at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Collateral Agent may fix and state in the
notice of such sale. At any such sale, the Collateral, or portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels, as the
Collateral Agent may (in its sole and absolute discretion) determine. The
Collateral Agent shall not be obligated to make any sale of any Collateral if it
shall determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given. The Collateral Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case any sale of all or any part of the
Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Collateral Agent until the sale price is paid in full by the
purchaser or purchasers thereof, but the Collateral Agent shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay
for the Collateral so sold and, in case of any such failure, such Collateral may
be sold again upon like notice. At any public (or, to the extent permitted by
applicable law, private) sale made pursuant to this Section 6, any Secured Party
may bid for or purchase, free from any right of redemption, stay or appraisal on
the part of any Pledgor
<PAGE> 220
6
(all said rights being also hereby waived and released), the Collateral or any
part thereof offered for sale and may make payment on account thereof by using
any claim then due and payable to it from such Pledgor as a credit against the
purchase price, and it may, upon compliance with the terms of sale, hold, retain
and dispose of such property without further accountability to such Pledgor
therefor. For purposes hereof, (a) a written agreement to purchase the
Collateral or any portion thereof shall be treated as a sale thereof, (b) the
Collateral Agent shall be free to carry out such sale pursuant to such agreement
and (c) such Pledgor shall not be entitled to the return of the Collateral or
any portion thereof subject thereto, notwithstanding the fact that after the
Collateral Agent shall have entered into such an agreement all Events of Default
shall have been remedied and the Obligations paid in full. As an alternative to
exercising the power of sale herein conferred upon it, the Collateral Agent may
proceed by a suit or suits at law or in equity to foreclose upon the Collateral
and to sell the Collateral or any portion thereof pursuant to a judgment or
decree of a court or courts having competent jurisdiction or pursuant to a
proceeding by a court-appointed receiver. Any sale pursuant to the provisions of
this Section 6 shall be deemed to conform to the commercially reasonable
standards as provided in Section 9-504(3) of the Uniform Commercial Code as in
effect in the State of New York or its equivalent in other jurisdictions.
SECTION 7. Application of Proceeds of Sale. The proceeds of any sale of
Collateral pursuant to Section 6, as well as any Collateral consisting of cash,
shall be applied by the Collateral Agent as follows:
FIRST, to the payment of all costs and expenses incurred by
the Collateral Agent in connection with such sale or otherwise in
connection with this Agreement, any other Loan Document or any of the
Obligations, including all court costs and the reasonable fees and
expenses of its agents and legal counsel, the repayment of all advances
made by the Collateral Agent hereunder or under any other Loan Document
on behalf of any Pledgor and any other costs or expenses incurred in
connection with the exercise of any right or remedy hereunder or under
any other Loan Document;
SECOND, to the payment in full of the Obligations (the amounts
so applied to be distributed among the Secured Parties pro rata in
accordance with the amounts of the Obligations owed to them on the date
of any such distribution); and
THIRD, to the Pledgors, their successors or assigns, or as a
court of competent jurisdiction may otherwise direct.
The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of the Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the purchase money by the Collateral Agent or of the officer
making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Collateral Agent or such officer or be answerable in any way for the
misapplication thereof.
SECTION 8. Reimbursement of Collateral Agent. (a) Each Pledgor agrees
to pay upon demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, other charges and disbursements of its
counsel and of any experts or agents, that the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Collateral, (iii) the exercise or enforcement of any of the rights of the
Collateral Agent hereunder or (iv) the failure by such Pledgor to perform or
observe any of the provisions hereof.
(b) Without limitation of its indemnification obligations under the
other Loan Documents, each Pledgor agrees to indemnify the Collateral Agent and
the Indemnitees (as defined in
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7
Section 9.05 of the Credit Agreement) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including reasonable counsel fees, other charges and disbursements, incurred by
or asserted against any Indemnitee arising out of, in any way connected with, or
as a result of (i) the execution or delivery of this Agreement or any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations thereunder or
the consummation of the Transactions and the other transactions contemplated
thereby or (ii) any claim, litigation, investigation or proceeding relating to
any of the foregoing, whether or not any Indemnitee is a party thereto, provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.
(c) Any amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 8 shall remain operative and in full force and effect regardless
of the termination of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document or any investigation made by or on behalf of the Collateral Agent or
any other Secured Party. All amounts due under this Section 8 shall be payable
on written demand therefor and shall bear interest at the rate specified in
Section 2.06 of the Credit Agreement.
SECTION 9. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor
hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor
following an Event of Default which is continuing for the purpose of carrying
out the provisions of this Agreement and taking any action and executing any
instrument that the Collateral Agent may deem necessary or advisable to
accomplish the purposes hereof, which appointment is irrevocable and coupled
with an interest. Without limiting the generality of the foregoing, the
Collateral Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in
the Collateral Agent's name or in the name of such Pledgor, to ask for, demand,
sue for, collect, receive and give acquittance for any and all moneys due or to
become due under and by virtue of any Collateral, to endorse checks, drafts,
orders and other instruments for the payment of money payable to the Pledgor
representing any interest or dividend or other distribution payable in respect
of the Collateral or any part thereof or on account thereof and to give full
discharge for the same, to settle, compromise, prose cute or defend any action,
claim or proceeding with respect thereto, and to sell, assign, endorse, pledge,
transfer and to make any agreement respecting, or otherwise deal with, the same;
provided, however, that nothing herein contained shall be construed as requiring
or obligating the Collateral Agent to make any commitment or to make any inquiry
as to the nature or sufficiency of any payment received by the Collateral Agent,
or to present or file any claim or notice, or to take any action with respect to
the Collateral or any part thereof or the moneys due or to become due in respect
thereof or any property covered thereby. The Collateral Agent and the other
Secured Parties shall be accountable only for amounts actually received as a
result of the exercise of the powers granted to them herein, and neither they
nor their officers, directors, employees or agents shall be responsible to any
Pledgor for any act or failure to act hereunder, except for their own gross
negligence or wilful misconduct.
SECTION 10. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the other Secured Parties under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provisions of this Agreement or consent to any departure by any
Pledgor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only
<PAGE> 222
8
in the specific instance and for the purpose for which given. No notice or
demand on any Pledgor in any case shall entitle such Pledgor to any other or
further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to a written agreement entered into between
the Collateral Agent and the Pledgor or Pledgors with respect to which such
waiver, amendment or modification is to apply, subject to any consent required
in accordance with Section 9.08 of the Credit Agreement.
SECTION 11. Securities Act, etc. In view of the position of the
Pledgors in relation to the Pledged Securities, or because of other current or
future circumstances, a question may arise under the Securities Act of 1933, as
now or hereafter in effect, or any similar statute hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the "Federal Securities Laws") with respect to any
disposition of the Pledged Securities permitted hereunder. Each Pledgor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Securities, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Securities could dispose of the same. Similarly, there may be
other legal restrictions or limitations affecting the Collateral Agent in any
attempt to dispose of all or part of the Pledged Securities under applicable
Blue Sky or other state securities laws or similar laws analogous in purpose or
effect. Each Pledgor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged
Securities, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Securities for their own account, for investment, and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges and
agrees that in light of such restrictions and limitations, the Collateral Agent,
in its sole and absolute discretion, (a) may proceed to make such a sale whether
or not a registration statement for the purpose of registering such Pledged
Securities or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a single potential purchaser to
effect such sale. Each Pledgor acknowledges and agrees that any such sale might
result in prices and other terms less favorable to the seller than if such sale
were a public sale without such restrictions. In the event of any such sale, the
Collateral Agent shall incur no responsibility or liability for selling all or
any part of the Pledged Securities at a price that the Collateral Agent, in its
sole and absolute discretion, may in good faith deem reasonable under the
circumstances, notwithstanding the possibility that a substantially higher price
might have been realized if the sale were deferred until after registration as
aforesaid or if more than a single purchaser were approached. The provisions of
this Section 11 will apply notwithstanding the existence of a public or private
market upon which the quotations or sales prices may exceed substantially the
price at which the Collateral Agent sells.
SECTION 12. Registration, etc. Each Pledgor agrees that, upon the
occurrence and during the continuance of an Event of Default hereunder, if for
any reason the Collateral Agent desires to sell any of the Pledged Securities of
the Borrower at a public sale, it will, at any time and from time to time, upon
the written request of the Collateral Agent, use its best efforts to take or to
cause the issuer of such Pledged Securities to take such action and prepare,
distribute and/or file such documents, as are required or advisable in the
reasonable opinion of counsel for the Collateral Agent to permit the public sale
of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and
hold harmless the Collateral Agent, each other Secured Party, any underwriter
and their respective officers, directors, affiliates and controlling persons
from and against all loss, liability, expenses, costs of counsel (including,
without limitation, reasonable fees and expenses to the Collateral Agent of
legal counsel), and claims (including the costs of investigation) that they may
incur insofar as such loss, liability, expense or claim arises out of or is
based upon any alleged untrue statement of a material fact contained in any
prospectus (or any amendment or supplement thereto) or in any notification or
offering circular, or arises out of or is based upon any alleged omission to
state a material fact required to be stated therein or necessary to make the
statements in any thereof not misleading, except insofar as the same may have
been caused by any untrue
<PAGE> 223
9
statement or omission based upon information furnished in writing to such
Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any
other Secured Party expressly for use therein. Each Pledgor further agrees, upon
such written request referred to above, to use its best efforts to qualify, file
or register, or cause the issuer of such Pledged Securities to qualify, file or
register, any of the Pledged Securities under the Blue Sky or other securities
laws of such states as may be requested by the Collateral Agent and keep
effective, or cause to be kept effective, all such qualifications, filings or
registrations. Each Pledgor will bear all costs and expenses of carrying out its
obligations under this Section 12. Each Pledgor acknowledges that there is no
adequate remedy at law for failure by it to comply with the provisions of this
Section 12 and that such failure would not be adequately compensable in damages,
and therefore agrees that its agreements contained in this Section 12 may be
specifically enforced.
SECTION 13. Security Interest Absolute. All rights of the Collateral
Agent hereunder, the grant of a security interest in the Collateral and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit Agreement, any other Loan
Document or any other agreement or instrument relating to any of the foregoing,
(c) any exchange, release or nonperfection of any other collateral, or any
release or amendment or waiver of or consent to or departure from any guaranty,
for all or any of the Obligations or (d) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Pledgor in
respect of the Obligations or in respect of this Agreement (other than the
indefeasible payment in full of all the Obligations).
SECTION 14. Termination or Release. (a) This Agreement and the security
interests granted hereby shall terminate when all the Obligations have been
indefeasibly paid in full and the Lenders have no further commitment to lend
under the Credit Agreement, the L/C Exposure has been reduced to zero and the
Issuing Bank has no further obligation to issue Letters of Credit under the
Credit Agreement.
(b) Upon any sale or other transfer by any Pledgor of any Collateral
that is permitted under the Credit Agreement to any person that is not a
Pledgor, or, upon the effectiveness of any written consent to the release of the
security interest granted hereby in any Collateral pursuant to Section 9.08(b)
of the Credit Agreement, the security interest in such Collateral shall be
automatically released.
(c) In connection with any termination or release pursuant to paragraph
(a) or (b), the Collateral Agent shall execute and deliver to any Pledgor, at
such Pledgor's expense, all documents that such Pledgor shall reasonably request
to evidence such termination or release. Any execution and delivery of documents
pursuant to this Section 14 shall be without recourse to or warranty by the
Collateral Agent.
SECTION 15. Notices. All communications and notices hereunder shall be
in writing and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to any Subsidiary Pledgor shall be given to
it in care of the Borrower.
SECTION 16. Further Assurances. Each Pledgor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments, agreements and instruments, as the Collateral Agent may at any time
reasonably request in connection with the administration and enforcement of this
Agreement or with respect to the Collateral or any part thereof or in order
better to assure and confirm unto the Collateral Agent its rights and remedies
hereunder.
<PAGE> 224
10
SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Pledgor that are contained in
this Agreement shall bind and inure to the benefit of its successors and
assigns. This Agreement shall become effective as to any Pledgor when a
counterpart hereof executed on behalf of such Pledgor shall have been delivered
to the Collateral Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such
Pledgor and the Collateral Agent and their respective successors and assigns,
and shall inure to the benefit of such Pledgor, the Collateral Agent and the
other Secured Parties, and their respective successors and assigns, except that
no Pledgor shall have the right to assign its rights hereunder or any interest
herein or in the Collateral (and any such attempted assignment shall be void),
except as expressly contemplated by this Agreement or the other Loan Documents.
If all of the capital stock of a Pledgor is sold, transferred or otherwise
disposed of to a person that is not an Affiliate of the Borrower pursuant to a
transaction permitted by Section 6.05 of the Credit Agreement, such Pledgor
shall be released from its obligations under this Agreement without further
action. This Agreement shall be construed as a separate agreement with respect
to each Pledgor and may be amended, modified, supplemented, waived or released
with respect to any Pledgor without the approval of any other Pledgor and
without affecting the obligations of any other Pledgor hereunder.
SECTION 18. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by each Pledgor herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Collateral Agent and the other Secured Parties and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank, regardless of any investigation made by
the Secured Parties or on their behalf, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
other fee or amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or the L/C Exposure does not equal zero and as long as
the Commitments and the L/C Commitments have not been terminated.
(b) In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
SECTION 19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 20. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute a single contract, and shall become effective
as provided in Section 17. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.
SECTION 21. Rules of Interpretation. The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to this
Agreement. Section headings used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting this Agreement.
<PAGE> 225
11
SECTION 22. Jurisdiction; Consent to Service of Process. (a) Each
Pledgor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that, to the extent permitted by applicable law, all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Collateral Agent or
any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against any Pledgor or
its properties in the courts of any jurisdiction.
(b) Each Pledgor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.
(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 15. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.
SECTION 23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 24. Additional Pledgors. Pursuant to Section 5.11 of the Credit
Agreement, each Subsidiary of the Borrower that was not in existence or not a
Subsidiary on the date of the Credit Agreement is required to enter in this
Agreement as a Subsidiary Pledgor upon becoming a Subsidiary if such Subsidiary
owns or possesses property of a type that would be considered Collateral
hereunder. Upon execution and delivery by the Collateral Agent and a Subsidiary
of an instrument in the form of Annex 1, such Subsidiary shall become a
Subsidiary Pledgor hereunder with the same force and effect as if originally
named as a Subsidiary Pledgor herein. The execution and delivery of such
instrument shall not require the consent of any Pledgor hereunder. The rights
and obligations of each Pledgor hereunder shall remain in full force and effect
notwithstanding the addition of any new Subsidiary Pledgor as a party to this
Agreement.
SECTION 25. Fairchild Korea Pledge. Schedule III attached hereto sets
forth the name of each Secured Party for whose benefit the Collateral Agent
holds Pledged Stock issued by Fairchild Korea hereunder (the "Fairchild Korea
Pledged Stock"). Solely for purposes of assuring each new Secured Party the
benefits of this Agreement with respect to the Fairchild Korea Pledged Stock,
Fairchild California hereby authorizes the Collateral Agent to, and grants to
the Collateral Agent an irrevocable power of attorney coupled with an interest
to, amend this Agreement by attaching hereto a new Schedule III setting forth
the names of the Secured Parties from time to time.
<PAGE> 226
12
To the extent permitted by applicable law, the failure to so amend such Schedule
or any error contained therein shall not affect the validity or priority of the
pledge of the Collateral hereunder. In addition, to the extent a court of
competent jurisdiction determines that the creation or perfection of the
security interest hereunder in the Fairchild Korea Pledged Stock, or the rights
and obligations of the parties with respect thereto, shall be governed by the
laws of the Republic of Korea rather than the laws of the State of New York,
then the parties hereto agree that the security interest intended to be created
in the Fairchild Korea Pledged Stock hereunder shall be a "Jil Kwon" under the
Civil Code of Korea.
<PAGE> 227
13
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
FAIRCHILD SEMICONDUCTOR
CORPORATION,
by: --------------------------------------------
Name:
Title:
FSC SEMICONDUCTOR CORPORATION,
by: --------------------------------------------
Name:
Title:
THE SUBSIDIARY PLEDGORS LISTED ON
SCHEDULE I HERETO,
by: --------------------------------------------
Name:
Title: Authorized Officer
CREDIT SUISSE FIRST BOSTON, as Collateral
Agent,
by: --------------------------------------------
Name:
Title:
by: --------------------------------------------
Name:
Title:
<PAGE> 228
Schedule I to the
Pledge Agreement
SUBSIDIARY PLEDGORS
Name [Address]
<PAGE> 229
Schedule II to the
Pledge Agreement
CAPITAL STOCK
Number of Registered Number of Percentage of
Issuer Certificate Owner Shares and Class Shares
DEBT SECURITIES
Principal
Issuer Amount Date of Note Maturity Date
<PAGE> 230
Schedule III to the
Pledge Agreement
SECURED PARTIES
CREDIT SUISSE FIRST BOSTON
SALOMON BROTHERS HOLDING COMPANY INC
ABN AMRO BANK NV
FLEET NATIONAL BANK
FUJI BANK LIMITED, NEW YORK BRANCH
HELLER FINANCIAL, INC.
IBM CREDIT CORPORATION
BANKBOSTON, N.A.
BANK OF MONTREAL
BANK OF SCOTLAND
GENERAL ELECTRIC CAPITAL CORPORATION
THE MITSUBUSHI TRUST AND BANKING CORPORATION, LOS ANGELES AGENCY
MORGAN STANLEY SENIOR FUNDING, INC.
THE BANK OF NOVA SCOTIA
TRANSAMERICA COMMERCIAL FINANCE CORPORATION
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
MERRILL LYNCH SENIOR FLOATING RATE FUND II, INC.
PILGRIM PRIME RATE TRUST
FIRST UNION NATIONAL BANK
FRANKLIN FLOATING RATE TRUST
JACKSON NATIONAL LIFE INSURANCE COMPANY
BANKBOSTON, N.A., AS TRUST ADMINISTRATOR FOR LONGLANE MASTER TRUST IV
KZH APPALOOSA LLC
<PAGE> 231
KZH CYPRESSTREE-1 LLC
KZH SHOSHONE LLC
KZH - SOLEIL-2 LLC
KZH STERLING LLC
CYPRESSTREE SENIOR FLOATING RATE FUND
NORTH AMERICAN SENIOR FLOATING RATE FUND
ARCHIMEDES FUNDING, L.L.C.
ARCHIMEDES FUNDING II, LTD.
METROPOLITAN LIFE INSURANCE COMPANY
TYLER TRADING, INC.
SRF TRADING, INC.
OSPREY INVESTMENTS PORTFOLIO
EATON VANCE SENIOR DEBT PORTFOLIO
EATON VANCE OXFORD STRATEGIC INCOME FUND
EATON VANCE SENIOR INCOME TRUST
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
MERRILL LYNCH PRIME RATE PORTFOLIO
MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
SEQUILS PILGRIM I, LTD.
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
FIRST DOMINION FUNDING II
HIGHLAND CAPITAL MANAGMENT, LP
NORTHWOODS CAPITAL LIMITED
MAGNETITE ASSET INVESTORS
SAAR HOLDINGS CDO
MOUNTAIN CAPITAL CLO
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
<PAGE> 232
18
BEAR STEARNS INVESTMENT PRODUCTS, INC.
FREMONT INVESTMENT & LOAN
<PAGE> 233
Annex 1 to the
Pledge Agreement
SUPPLEMENT NO. dated as of , to the PLEDGE AGREEMENT
dated as of April 14, 1999, among FAIRCHILD SEMICONDUCTOR
CORPORATION, a Delaware corporation (the "Borrower"), FSC
SEMICONDUCTOR CORPORATION, a Delaware corporation ("Holdings")
and each subsidiary of the Borrower listed on Schedule I
hereto (each such subsidiary individually a "Subsidiary
Pledgor" and collectively, the "Subsidiary Pledgors"; the
Borrower, Holdings and Subsidiary Pledgors are referred to
collectively herein as the "Pledgors") and CREDIT SUISSE FIRST
BOSTON, a bank organized under the laws of Switzerland, acting
through its New York branch ("CSFB"), as collateral agent (in
such capacity, the "Collateral Agent") for the Secured Parties
(as defined in the Credit Agreement referred to below).
A. Reference is made to (a) the Credit Agreement dated as of April 14,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, Holdings, the lenders from time to time
party thereto (the "Lenders"), CSFB, as administrative agent for the Lenders,
and as Collateral Agent, swingline lender and Issuing Bank (as defined therein),
Salomon Brothers Holding Company Inc, as syndication agent, and Fleet National
Bank, as Issuing Bank and as documentation agent and ABN Amro Bank, NV, as
documentation agent, (b) the Parent Guarantee Agreement dated as of April 14,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Parent Guarantee Agreement"), between Holdings and the Collateral Agent and (c)
the Subsidiary Guarantee Agreement dated as of April 14, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Subsidiary Guarantee
Agreement"; and, collectively with the Parent Guarantee Agreement, the
"Guarantee Agreements") among the Subsidiary Pledgors and the Collateral Agent.
B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement.
C. The Pledgors have entered into the Pledge Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Pursuant to Section 5.11 of the Credit Agreement, each Subsidiary of the
Borrower that was not in existence or not a Subsidiary on the date of the Credit
Agreement is required to enter into the Pledge Agreement as a Subsidiary Pledgor
upon becoming a Subsidiary if such Subsidiary owns or possesses property of a
type that would be considered Collateral under the Pledge Agreement. Section 24
of the Pledge Agreement provides that such Subsidiaries may become Subsidiary
Pledgors under the Pledge Agreement by execution and delivery of an instrument
in the form of this Supplement. The undersigned Subsidiary (the "New Pledgor")
is executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Subsidiary Pledgor under the Pledge Agreement in order to
induce the Lenders to make additional Loans and the Issuing Bank to issue
additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.
Accordingly, the Collateral Agent and the New Pledgor agree as follows:
<PAGE> 234
2
SECTION 1. In accordance with Section 24 of the Pledge Agreement, the
New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement
with the same force and effect as if originally named therein as a Pledgor and
the New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct on and as of the date hereof. In furtherance of
the foregoing, the New Pledgor, as security for the payment and performance in
full of the Obligations (as defined in the Pledge Agreement), does hereby create
and grant to the Collateral Agent, its successors and assigns, for the benefit
of the Secured Parties, their successors and assigns, a security interest in and
lien on all of the New Pledgor's right, title and interest in and to the
Collateral (as defined in the Pledge Agreement) of the New Pledgor. Each
reference to a "Subsidiary Pledgor" or a "Pledgor" in the Pledge Agreement shall
be deemed to include the New Pledgor. The Pledge Agreement is hereby
incorporated herein by reference.
SECTION 2. The New Pledgor represents and warrants to the Collateral
Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.
SECTION 3. This Supplement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Pledgor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.
SECTION 4. The New Pledgor hereby represents and warrants that set
forth on Schedule I attached hereto is a true and correct schedule of all its
Pledged Securities.
SECTION 5. Except as expressly supplemented hereby, the Pledge
Agreement shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.
SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 15 of the Pledge Agreement. All communications
and notices hereunder to the New Pledgor shall be given to it in care of the
Borrower.
SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.
<PAGE> 235
3
IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly
executed this Supplement to the Pledge Agreement as of the day and year first
above written.
[Name of New Pledgor],
by:
-------------------------------
Name:
Title:
Address:
CREDIT SUISSE FIRST BOSTON, as
Collateral Agent,
by:
-------------------------------
Name:
Title:
by:
-------------------------------
Name:
Title:
<PAGE> 236
4
Schedule I to
Supplement No.
to the Pledge Agreement
Pledged Securities of the New Pledgor
CAPITAL STOCK
Number of Registered Number of Percentage of
Issuer Certificate Owner Shares and Class Shares
DEBT SECURITIES
Principal
Issuer Amount Date of Note Maturity Date
<PAGE> 237
EXECUTION COPY
SECURITY AGREEMENT dated as of April 14, 1999, among
FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware corporation
(the "Borrower"), each subsidiary of the Borrower listed on
Schedule I hereto (each such subsidiary individually a
"Subsidiary Guarantor" and collectively, the "Subsidiary
Guarantors"; the Subsidiary Guarantors and the Borrower are
referred to collectively herein as the "Grantors") and CREDIT
SUISSE FIRST BOSTON, a bank organized under the laws of
Switzerland, acting through its New York branch ("CSFB"), as
collateral agent (in such capacity, the "Collateral Agent")
for the Secured Parties (as defined herein).
Reference is made to (a) the Credit Agreement dated as of April 14,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, FSC Semiconductor Corporation, a
Delaware Corporation, the lenders from time to time party thereto (the
"Lenders"), CSFB, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), and as Collateral Agent, swingline lender and Issuing
Bank (as defined therein), Salomon Brothers Holding Company Inc, as syndication
agent, and Fleet National Bank, as Issuing Bank and as documentation agent and
ABN Amro Bank, NV, as documentation agent, and (b) the Subsidiary Guarantee
Agreement dated as of April 14, 1999 (as amended, supplemented or otherwise
modified from time to time, the "Subsidiary Guarantee Agreement"), among the
Subsidiary Guarantors and the Collateral Agent.
The Lenders have agreed to make Loans to the Borrower, and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. Each of the Subsidiary Guarantors has agreed to guarantee,
among other things, all the obligations of the Borrower under the Credit
Agreement. The obligations of the Lenders to make Loans and of the Issuing Bank
to issue Letters of Credit are conditioned upon, among other things, the
execution and delivery by the Grantors of an agreement in the form hereof to
secure (a) the due and punctual payment by the Borrower of (i) the principal of
and premium, if any, and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral and
(iii) all other monetary obligations, including fees, costs, expenses and
indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Borrower to the Secured Parties
under the Credit Agreement and the other Loan Documents, (b) the due and
punctual performance of all covenants, agreements, obligations and liabilities
of the Borrower under or pursuant to the Credit Agreement and the other Loan
Documents, (c) the due and punctual payment and performance of all the
covenants, agreements, obligations and liabilities of each Loan Party under or
pursuant to this Agreement and the other Loan Documents and (d) the due and
punctual payment and performance of all obligations of the Borrower under each
Interest Rate Protection Agreement entered into with any counterparty that was a
Lender at the time such Interest Rate Protection Agreement was entered into (all
the monetary and other obligations described in the preceding clauses (a)
through (d) being collectively called the "Obligations").
<PAGE> 238
Accordingly, the Grantors and the Collateral Agent, on behalf of itself
and each Secured Party (and each of their respective successors or assigns),
hereby agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Definition of Terms Used Herein. Unless the context
otherwise requires, all capitalized terms used but not defined herein shall have
the meanings set forth in the Credit Agreement and all references to the Uniform
Commercial Code shall mean the Uniform Commercial Code in effect in the State of
New York on the date hereof.
SECTION 1.02. Definition of Certain Terms Used Herein. As used herein,
the following terms shall have the following meanings:
"Account Debtor" shall mean any person who is or who may become
obligated to any Grantor under, with respect to or on account of an Account.
"Accounts" shall mean any and all right, title and interest of any
Grantor to payment for goods and services sold or leased, including any such
right evidenced by chattel paper, whether due or to become due, whether or not
it has been earned by performance, and whether now or hereafter acquired or
arising in the future, including accounts receivable from Affiliates of the
Grantors.
"Accounts Receivable" shall mean all Accounts and all right, title and
interest in any returned goods, together with all rights, titles, securities and
guarantees with respect thereto, including any rights to stoppage in transit,
replevin, reclamation and resales, and all related security interests, liens and
pledges, whether voluntary or involuntary, in each case whether now existing or
owned or hereafter arising or acquired.
"Collateral" shall mean all (a) Accounts Receivable, (b) Documents, (c)
Equipment, (d) General Intangibles, (e) Inventory, (f) cash and cash accounts,
(g) Investment Property and (h) Proceeds except where (i) any Equipment is
subject to a purchase money lien permitted under the Credit Agreement in favor
of any person (other than the Collateral Agent) if the documents relating to
such lien do not permit other liens, or (ii) any General Intangible is the
subject of a written agreement which specifically prohibits assignment thereof
but only to the extent of such prohibition, and only to the extent that the
terms and provisions of a such written agreement, document or instrument
creating or evidencing such property or any rights relating thereto expressly
prohibit the granting of a security interest therein or condition the granting
of a security interest therein on the consent of a third party whose consent has
not been obtained or would cause, or allow a third party to cause, forfeiture of
such property upon the granting of a security interest therein or a breach under
any written agreement relating thereto.
"Commodity Account" shall mean an account maintained by a Commodity
Intermediary in which a Commodity Contract is carried out for a Commodity
Customer.
"Commodity Contract" shall mean a commodity futures contract, an option
on a commodity futures contract, a commodity option or any other contract that,
in each case, is (a) traded on or subject to the rules of a board of trade that
has been designated as a contract market for such a contract pursuant to the
federal commodities laws or (b) traded on a foreign commodity board of trade,
exchange or market, and is carried on the books of a Commodity Intermediary for
a Commodity Customer.
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"Commodity Customer" shall mean a person for whom a Commodity
Intermediary carries a Commodity Contract on its books.
"Commodity Intermediary" shall mean (a) a person who is registered as a
futures commission merchant under the federal commodities laws or (b) a person
who in the ordinary course of its business provides clearance or settlement
services for a board of trade that has been designated as a contract market
pursuant to federal commodities laws.
"Copyright License" shall mean any written agreement, now or hereafter
in effect, granting any right to any third party under any Copyright now or
hereafter owned by any Grantor or which such Grantor otherwise has the right to
license, or granting any right to such Grantor under any Copyright now or
hereafter owned by any third party, and all rights of such Grantor under any
such agreement.
"Copyrights" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States or any other
country, including registrations, recordings, supplemental registrations and
pending applications for registration in the United States Copyright Office,
including those listed on Schedule II.
"Credit Agreement" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.
"Documents" shall mean all instruments, files, records, ledger sheets
and documents covering or relating to any of the Collateral.
"Entitlement Holder" shall mean a person identified in the records of a
Securities Intermediary as the person having a Security Entitlement against the
Securities Intermediary. If a person acquires a Security Entitlement by virtue
of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such person is the
Entitlement Holder.
"Equipment" shall mean all equipment, furniture and furnishings, and
all tangible personal property similar to any of the foregoing, including tools,
parts and supplies of every kind and description, and all improvements,
accessions or appurtenances thereto, that are now or hereafter owned by any
Grantor. The term Equipment shall include Fixtures.
"Financial Asset" shall mean (a) a Security, (b) an obligation of a
person or a share, participation or other interest in a person or in property or
an enterprise of a person, which is, or is of a type, dealt with in or traded on
financial markets, or which is recognized in any area in which it is issued or
dealt in as a medium for investment or (c) any property that is held by a
Securities Intermediary for another person in a Securities Account if the
Securities Intermediary has expressly agreed with the other person that the
property is to be treated as a Financial Asset under Article 8 of the Uniform
Commercial Code. As the context requires, the term Financial Asset shall mean
either the interest itself or the means by which a person's claim to it is
evidenced, including a certificated or uncertificated Security, a certificate
representing a Security or a Security Entitlement.
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"Fixtures" shall mean all items of Equipment, whether now owned or
hereafter acquired, of any Grantor that become so related to particular real
estate that an interest in them arises under any real estate law applicable
thereto.
"General Intangibles" shall mean all chooses in action and causes of
action and all other assignable intangible personal property of any Grantor of
every kind and nature (other than Accounts Receivable) now owned or hereafter
acquired by any Grantor, including all rights and interests in partnerships,
limited partnerships, limited liability companies and other unincorporated
entities, corporate or other business records, indemnification claims, contract
rights (including rights under leases, whether entered into as lessor or lessee,
Interest Rate Protection Agreements and other agreements), Intellectual
Property, goodwill, registrations, franchises, tax refund claims and any letter
of credit, guarantee, claim, security interest or other security held by or
granted to any Grantor to secure payment by an Account Debtor of any of the
Accounts Receivable.
"Intellectual Property" shall mean all intellectual and similar
property of any Grantor of every kind and nature now owned or hereafter acquired
by any Grantor, including inventions, designs, Patents, Copyrights, Licenses,
Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and
databases and all embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions to,
and books and records describing or used in connection with, any of the
foregoing.
"Inventory" shall mean all goods of any Grantor, whether now owned or
hereafter acquired, held for sale or lease, or furnished or to be furnished by
any Grantor under contracts of service, or consumed in any Grantor's business,
including raw materials, intermediates, work in process, packaging materials,
finished goods, semi-finished inventory, scrap inventory, manufacturing supplies
and spare parts, and all such goods that have been returned to or repossessed by
or on behalf of any Grantor.
"Investment Property" shall mean all Securities (whether certificated
or uncertificated), Security Entitlements, Securities Accounts, Commodity
Contracts and Commodity Accounts of any Grantor, whether now owned or hereafter
acquired by any Grantor.
"License" shall mean any Patent License, Trademark License, Copyright
License or other license or sublicense to which any Grantor is a party,
including those listed on Schedule III (other than those (i) license agreements
in existence on the date hereof and listed on Schedule III and (ii) those
license agreements entered into after the date hereof, which, in either case, by
their terms prohibit assignment or a grant of a security interest by such
Grantor as licensee thereunder).
"Obligations" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.
"Patent License" shall mean any written agreement, now or hereafter in
effect, granting to any third party any right to make, use or sell any invention
on which a Patent, now or hereafter owned by any Grantor or which any Grantor
otherwise has the right to license, is in existence, or granting to any Grantor
any right to make, use or sell any invention on which a Patent, now or hereafter
owned by any third party, is in existence, and all rights of any Grantor under
any such agreement.
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"Patents" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all letters patent of the United States or any
other country, all registrations and recordings thereof, and all applications
for letters patent of the United States or any other country, including
registrations, recordings and pending applications in the United States Patent
and Trademark Office or any similar offices in any other country, including
those listed on Schedule IV, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein.
"Perfection Certificate" shall mean a certificate substantially in the
form of Annex 2 hereto, completed and supplemented with the schedules and
attachments contemplated thereby, and duly executed by a Financial Officer and
the chief legal officer of the Borrower.
"Proceeds" shall mean any consideration received from the sale,
exchange, license, lease or other disposition of any asset or property that
constitutes Collateral, any value received as a consequence of the possession of
any Collateral and any payment received from any insurer or other person or
entity as a result of the destruction, loss, theft, damage or other involuntary
conversion of whatever nature of any asset or property which constitutes
Collateral, and shall include , (a) any claim of any Grantor against any third
party for (and the right to sue and recover for and the rights to damages or
profits due or accrued arising out of or in connection with) (i) past, present
or future infringement of any Patent now or hereafter owned by any Grantor, or
licensed under a Patent License, (ii) past, present or future infringement or
dilution of any Trademark now or hereafter owned by any Grantor or licensed
under a Trademark License or injury to the goodwill associated with or
symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past,
present or future breach of any License and (iv) past, present or future
infringement of any Copyright now or hereafter owned by any Grantor or licensed
under a Copyright License and (b) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.
"Secured Parties" shall mean (a) the Lenders, (b) the Administrative
Agent, (c) the Collateral Agent, (d) the Issuing Bank, (e) each counterparty to
an Interest Rate Protection Agreement entered into with the Borrower if such
counterparty was a Lender at the time the Interest Rate Protection Agreement was
entered into, (f) the beneficiaries of each indemnification obligation
undertaken by any Grantor under any Loan Document and (g) the successors and
assigns of each of the foregoing.
"Securities" shall mean any obligations of an issuer or any shares,
participations or other interests in an issuer or in property or an enterprise
of an issuer which (a) are represented by a certificate representing a security
in bearer or registered form, or the transfer of which may be registered upon
books maintained for that purpose by or on behalf of the issuer, (b) are one of
a class or series or by its terms is divisible into a class or series of shares,
participations, interests or obligations and (c) (i) are, or are of a type,
dealt with or traded on securities exchanges or securities markets or (ii) are a
medium for investment and by their terms expressly provide that they are a
security governed by Article 8 of the Uniform Commercial Code.
"Securities Account" shall mean an account to which a Financial Asset
is or may be credited in accordance with an agreement under which the person
maintaining the account undertakes to
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treat the person for whom the account is maintained as entitled to exercise
rights that comprise the Financial Asset.
"Securities Intermediary" shall mean (a) a clearing corporation or (b)
a person, including a bank or broker, that in the ordinary course of its
business maintains Securities Accounts for others and is acting in that
capacity.
"Security Entitlements" shall mean the rights and property interests of
an Entitlement Holder with respect to a Financial Asset.
"Security Interest" shall have the meaning assigned to such term in
Section 2.01.
"Trademark License" shall mean any written agreement, now or hereafter
in effect, granting to any third party any right to use any Trademark now or
hereafter owned by any Grantor or which any Grantor otherwise has the right to
license, or granting to any Grantor any right to use any Trademark now or
hereafter owned by any third party, and all rights of any Grantor under any such
agreement.
"Trademarks" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names, trade
styles, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration and
recording applications filed in connection therewith, including registrations
and registration applications in the United States Patent and Trademark Office,
any State of the United States or any similar offices in any other country or
any political subdivision thereof, and all extensions or renewals thereof,
including those listed on Schedule V, (b) all goodwill associated therewith or
symbolized thereby and (c) all other assets, rights and interests that uniquely
reflect or embody such goodwill.
SECTION 1.03. Rules of Interpretation. The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to this
Agreement.
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ARTICLE II
Security Interest
SECTION 2.01. Security Interest. As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor hereby
bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates
and transfers to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, and hereby grants to the Collateral
Agent, its successors and assigns, for the ratable benefit of the Secured
Parties, a security interest in, all of such Grantor's right, title and interest
in, to and under the Collateral (the "Security Interest"). Without limiting the
foregoing, the Collateral Agent is hereby authorized to file one or more
financing statements (including fixture filings), continuation statements,
filings with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office or any similar office in any other
country) or other documents for the purpose of perfecting, confirming,
continuing, enforcing or protecting the Security Interest granted by each
Grantor, without the signature of any Grantor, and naming any Grantor or the
Grantors as debtors and the Collateral Agent as secured party.
SECTION 2.02. No Assumption of Liability. The Security Interest is
granted as security only and shall not subject the Collateral Agent or any other
Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Collateral.
ARTICLE III
Representations and Warranties
The Grantors jointly and severally represent and warrant to the
Collateral Agent and the Secured Parties that:
SECTION 3.01. Title and Authority. Each Grantor has good and valid
rights in and title to the Collateral with respect to which it has purported to
grant a Security Interest hereunder and has full power and authority to grant to
the Collateral Agent the Security Interest in such Collateral pursuant hereto
and to execute, deliver and perform its obligations in accordance with the terms
of this Agreement, without the consent or approval of any other person other
than any consent or approval which has been obtained.
SECTION 3.02. Filings. (a) The Perfection Certificate has been duly
prepared, completed and executed and the information set forth therein is
correct and complete as of the date hereof. Fully executed Uniform Commercial
Code financing statements (including fixture filings, as applicable) or other
appropriate filings, recordings or registrations containing a description of the
Collateral have been delivered to the Collateral Agent for filing in each
governmental, municipal or other office specified in Schedule 6 to the
Perfection Certificate, which are all the filings, recordings and registrations
(other than filings required to be made in the United States Patent and
Trademark Office and the United States Copyright Office in order to perfect the
Security Interest in Collateral consisting of United States Patents, Trademarks
and Copyrights) that are necessary to publish notice of and protect the validity
of and to establish a legal, valid and perfected security interest in favor of
the Collateral Agent (for the ratable benefit of the Secured Parties) in respect
of
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all Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent
filing, refiling, recording, rerecording, registration or reregistration is
necessary in any such jurisdiction, except as provided under applicable law with
respect to the filing of continuation statements.
(b) Each Grantor shall ensure that fully executed security agreements
in the form hereof and containing a description of all Collateral consisting of
Intellectual Property shall have been received and recorded within three months
after the execution of this Agreement with respect to United States Patents and
United States registered Trademarks (and Trademarks for which United States
registration applications are pending) and within one month after the execution
of this Agreement with respect to United Sates registered Copyrights by the
United States Patent and Trademark Office and the United States Copyright Office
pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Section
205 and the regulations thereunder, as applicable, and otherwise as may be
required pursuant to the laws of any other necessary jurisdiction, to protect
the validity of and to establish a legal, valid and perfected security interest
in favor of the Collateral Agent (for the ratable benefit of the Secured
Parties) in respect of all Collateral consisting of Patents, Trademarks and
Copyrights in which a security interest may be perfected by filing, recording or
registration in the United States (or any political subdivision thereof) and its
territories and possessions, or in any other necessary jurisdiction, and no
further or subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary (other than such actions as are necessary to perfect
the Security Interest with respect to any Collateral consisting of Patents,
Trademarks and Copyrights (or registration or application for registration
thereof) acquired or developed after the date hereof).
SECTION 3.03. Validity of Security Interest. The Security Interest
constitutes (a) a legal and valid security interest in all the Collateral
securing the payment and performance of the Obligations, (b) subject to the
filings described in Section 3.02 above, a perfected security interest in all
Collateral in which a security interest may be perfected by filing, recording or
registering a financing statement or analogous document in the United States (or
any political subdivision thereof) and its territories and possessions pursuant
to the Uniform Commercial Code or other applicable law in such jurisdictions and
(c) a security interest that shall be perfected in all Collateral in which a
security interest may be perfected upon the receipt and recording of this
Agreement with the United States Patent and Trademark Office and the United
States Copyright Office, as applicable, within the three month period
(commencing as of the date hereof) pursuant to 35 U.S.C. Section 261 or 15
U.S.C. Section 1060 or the one month period (commencing as of the date hereof)
pursuant to 17 U.S.C. Section 205 and otherwise as may be required pursuant to
the laws of any other necessary jurisdiction. The Security Interest is and shall
be prior to any other Lien on any of the Collateral, other than Liens expressly
permitted to be prior to the Security Interest pursuant to Section 6.02 of the
Credit Agreement.
SECTION 3.04. Absence of Other Liens. The Collateral is owned by the
Grantors free and clear of any Lien, except for Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement. The Grantor has not filed or
consented to the filing of (a) any financing statement or analogous document
under the Uniform Commercial Code or any other applicable laws covering any
Collateral, (b) any assignment in which any Grantor assigns any Collateral or
any security agreement or similar instrument covering any Collateral with the
United States Patent and Trademark Office or the United States Copyright Office
or (c) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with any
foreign governmental, municipal or other office, which financing statement or
analogous
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document, assignment, security agreement or similar instrument is still in
effect, except, in each case, for Liens expressly permitted pursuant to Section
6.02 of the Credit Agreement.
ARTICLE IV
Covenants
SECTION 4.01. Change of Name; Location of Collateral; Records; Place of
Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in
writing of any change (i) in its corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (ii) in the location of its chief executive office, its principal
place of business, any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral owned by it
is located (including the establishment of any such new office or facility),
(iii) in its identity or corporate structure or (iv) in its Federal Taxpayer
Identification Number. Each Grantor agrees not to effect or permit any change
referred to in the preceding sentence unless all filings have been made under
the Uniform Commercial Code or otherwise that are required in order for the
Collateral Agent to continue at all times following such change to have a valid,
legal and perfected first priority security interest in all the Collateral. Each
Grantor agrees promptly to notify the Collateral Agent if any material portion
of the Collateral owned or held by such Grantor is damaged or destroyed.
(b) Each Grantor agrees to maintain, at its own cost and expense, such
complete and accurate records with respect to the Collateral owned by it as is
consistent with its current practices and in accordance with such prudent and
standard practices used in industries that are the same as or similar to those
in which such Grantor is engaged, but in any event to include complete
accounting records indicating all payments and proceeds received with respect to
any part of the Collateral, and, at such time or times as the Collateral Agent
may reasonably request, promptly to prepare and deliver to the Collateral Agent
a duly certified schedule or schedules in form and detail reasonably
satisfactory to the Collateral Agent showing the identity, amount and location
of any and all Collateral.
SECTION 4.02. Periodic Certification. Each year, at the time of
delivery of annual financial statements with respect to the preceding fiscal
year pursuant to Section 5.04 of the Credit Agreement, the Borrower shall
deliver to the Collateral Agent a certificate executed by a Financial Officer
and the chief legal officer of the Borrower (a) setting forth the information
required pursuant to Section 2 of the Perfection Certificate or confirming that
there has been no change in such information since the date of such certificate
or the date of the most recent certificate delivered pursuant to Section 4.02
and (b) certifying that all Uniform Commercial Code financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (a) above to the extent necessary to
protect and perfect the Security Interest for a period of not less than 18
months after the date of such certificate (except as noted therein with respect
to any continuation statements to be filed within such period). Each certificate
delivered pursuant to this Section 4.02 shall identify in the format of Schedule
II, III, IV or V, as applicable, all Intellectual Property of any Grantor in
existence on the date thereof and not then listed on such Schedules or
previously so identified to the Collateral Agent.
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SECTION 4.03. Protection of Security. Each Grantor shall, at its own
cost and expense, take any and all actions necessary to defend title to the
Collateral against all persons and to defend the Security Interest of the
Collateral Agent in the Collateral and the priority thereof against any Lien not
expressly permitted pursuant to Section 6.02 of the Credit Agreement.
SECTION 4.04. Further Assurances. Each Grantor agrees, at its own
expense, to execute, acknowledge, deliver and cause to be duly filed all such
further instruments and documents and take all such actions as the Collateral
Agent may from time to time reasonably request to better assure, preserve,
protect and perfect the Security Interest and the rights and remedies created
hereby, including the payment of any fees and taxes required in connection with
the execution and delivery of this Agreement, the granting of the Security
Interest and the filing of any financing statements (including fixture filings)
or other documents in connection herewith or therewith. If any amount payable
under or in connection with any of the Collateral shall be or become evidenced
by any promissory note or other instrument, such note or instrument shall be
immediately pledged and delivered to the Collateral Agent, duly endorsed in a
manner satisfactory to the Collateral Agent.
Without limiting the generality of the foregoing, each Grantor hereby
authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to
supplement this Agreement by supplementing Schedule II, III, IV or V hereto or
adding additional schedules hereto to specifically identify any asset or item
that may constitute Copyrights, Licenses, Patents or Trademarks; provided,
however, that any Grantor shall have the right, exercisable within 10 days after
it has been notified by the Collateral Agent of the specific identification of
such Collateral, to advise the Collateral Agent in writing of any inaccuracy of
the representations and warranties made by such Grantor hereunder with respect
to such Collateral. Each Grantor agrees that it will use its best efforts to
take such action as shall be necessary in order that all representations and
warranties hereunder shall be true and correct with respect to such Collateral
within 30 days after the date it has been notified by the Collateral Agent of
the specific identification of such Collateral.
SECTION 4.05. Inspection and Verification. The Collateral Agent and
such persons as the Collateral Agent may reasonably designate shall at
reasonable intervals and upon reasonable prior notice have the right, at the
Grantors' own cost and expense, to inspect the Collateral, all records related
thereto (and to make extracts and copies from such records) and the premises
upon which any of the Collateral is located, to discuss the Grantors' affairs
with the officers of the Grantors and their independent accountants and to
verify under reasonable procedures the validity, amount, quality, quantity,
value, condition and status of, or any other matter relating to, the Collateral,
including, in the case of Accounts or Collateral in the possession of any third
person, by contacting Account Debtors or the third person possessing such
Collateral for the purpose of making such a verification. The Collateral Agent
shall have the absolute right to share any information it gains from such
inspection or verification with any Secured Party (it being understood that any
such information shall be deemed to be "Information" subject to the provisions
of Section 9.17).
SECTION 4.06. Taxes; Encumbrances. At its option, upon prior written
notice to the applicable Grantor, the Collateral Agent may discharge past due
taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Collateral and not permitted
pursuant to Section 6.02 of the Credit Agreement, and may pay for the
maintenance and preservation of the Collateral to the extent any Grantor fails
to do so as required by the Credit
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Agreement or this Agreement, and each Grantor jointly and severally agrees to
reimburse the Collateral Agent on demand for any payment made or any expense
incurred by the Collateral Agent pursuant to the foregoing authorization;
provided, however, that nothing in this Section 4.06 shall be interpreted as
excusing any Grantor from the performance of, or imposing any obligation on the
Collateral Agent or any Secured Party to cure or perform, any covenants or other
promises of any Grantor with respect to taxes, assessments, charges, fees,
liens, security interests or other encumbrances and maintenance as set forth
herein or in the other Loan Documents.
SECTION 4.07. Assignment of Security Interest. If at any time any
Grantor shall take a security interest in any property of an Account Debtor or
any other person to secure payment and performance of an Account, such Grantor
shall promptly assign such security interest to the Collateral Agent. Such
assignment need not be filed of public record unless necessary to continue the
perfected status of the security interest against creditors of and transferees
from the Account Debtor or other person granting the security interest.
SECTION 4.08. Continuing Obligations of the Grantors. Each Grantor
shall remain liable to observe and perform all the conditions and obligations to
be observed and performed by it under each contract, agreement or instrument
relating to the Collateral, all in accordance with the terms and conditions
thereof, and each Grantor jointly and severally agrees to indemnify and hold
harmless the Collateral Agent and the Secured Parties from and against any and
all liability for such performance.
SECTION 4.09. Use and Disposition of Collateral. None of the Grantors
shall make or permit to be made an assignment, pledge or hypothecation of the
Collateral or shall grant any other Lien in respect of the Collateral, except as
expressly permitted by Section 6.02 of the Credit Agreement. None of the
Grantors shall make or permit to be made any transfer of the Collateral and each
Grantor shall remain at all times in possession (which possession shall include
(a) in the case of Investment Property, possession through one or more
Securities Intermediaries and (b) in the case of Inventory located on the
premises of any property leased and used by the Borrower or any Subsidiary in
the ordinary course of business, storage of Inventory on such property in the
ordinary course of business) of the Collateral owned by it, except that (a)
Inventory may be sold in the ordinary course of business and (b) unless and
until the Collateral Agent shall notify the Grantors that an Event of Default
shall have occurred and be continuing and that during the continuance thereof
the Grantors shall not sell, convey, lease, assign, transfer or otherwise
dispose of any Collateral (which notice may be given by telephone if promptly
confirmed in writing), the Grantors may use and dispose of the Collateral in any
lawful manner not inconsistent with the provisions of this Agreement, the Credit
Agreement or any other Loan Document. Without limiting the generality of the
foregoing, each Grantor agrees that it shall not permit any Inventory to be in
the possession or control of any warehouseman, bailee, agent or processor at any
time unless such warehouseman, bailee, agent or processor shall have been
notified of the Security Interest and shall have agreed in writing to hold the
Inventory subject to the Security Interest and the instructions of the
Collateral Agent and to waive and release any Lien held by it with respect to
such Inventory, whether arising by operation of law or otherwise.
SECTION 4.10. Limitation on Modification of Accounts. None of the
Grantors will, without the Collateral Agent's prior written consent, grant any
extension of the time of payment of any of the Accounts Receivable, compromise,
compound or settle the same for less than the full amount thereof, release,
wholly or partly, any person liable for the payment thereof or allow any
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credit or discount whatsoever thereon, other than extensions, credits,
discounts, compromises or settlements granted or made in the ordinary course of
business and consistent with its current practices and in accordance with such
prudent and standard practices used in industries that are the same as or
similar to those in which such Grantor is engaged.
SECTION 4.11. Insurance. The Grantors, at their own expense, shall
maintain or cause to be maintained insurance covering physical loss or damage to
the Inventory and Equipment in accordance with Section 5.02 of the Credit
Agreement. Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact)
for the purpose, during the continuance of an Event of Default, of making,
settling and adjusting claims in respect of Collateral under policies of
insurance, endorsing the name of such Grantor on any check, draft, instrument or
other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect thereto. In the event that
any Grantor at any time or times shall fail to obtain or maintain any of the
policies of insurance required hereby or to pay any premium in whole or part
relating thereto, the Collateral Agent may, following written notice to the
Grantors, without waiving or releasing any obligation or liability of the
Grantors hereunder or any Event of Default, in its sole discretion, obtain and
maintain such policies of insurance and pay such premium and take any other
actions with respect thereto as the Collateral Agent deems advisable. All sums
disbursed by the Collateral Agent in connection with this Section 4.11,
including reasonable attorneys' fees, court costs, expenses and other charges
relating thereto, shall be payable, upon demand, by the Grantors to the
Collateral Agent and shall be additional Obligations secured hereby.
SECTION 4.12. Legend. Each Grantor shall legend, in form and manner
satisfactory to the Collateral Agent, its Accounts Receivable and its books,
records and documents evidencing or pertaining thereto with an appropriate
reference to the fact that such Accounts Receivable have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that the Collateral
Agent has a security interest therein.
SECTION 4.13. Covenants Regarding Patent, Trademark and Copyright
Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of
its licensees to, do any act, or omit to do any act, whereby any Patent which is
material to the conduct of such Grantor's business may become invalidated or
dedicated to the public, and agrees that it shall continue to mark any products
covered by a Patent with the relevant patent number as necessary and sufficient
to establish and preserve its maximum rights under applicable patent laws.
(b) Each Grantor (either itself or through its licensees or its
sublicensees) will, for each Trademark material to the conduct of such Grantor's
business, (i) maintain such Trademark in full force free from any claim of
abandonment or invalidity for non-use, (ii) maintain the quality of products and
services offered under such Trademark, (iii) display such Trademark with notice
of Federal or foreign registration to the extent necessary and sufficient to
establish and preserve its maximum rights under applicable law and (iv) not
knowingly use or knowingly permit the use of such Trademark in violation of any
third party rights.
(c) Each Grantor (either itself or through licensees) will, for each
work covered by a material Copyright, continue to publish, reproduce, display,
adopt and distribute the work with
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appropriate copyright notice as necessary and sufficient to establish and
preserve its maximum rights under applicable copyright laws.
(d) Each Grantor shall notify the Collateral Agent immediately if it
knows or has reason to know that any Patent, Trademark or Copyright material to
the conduct of its business may become abandoned, lost or dedicated to the
public, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, United States Copyright Office or
any court or similar office of any country) regarding such Grantor's ownership
of any Patent, Trademark or Copyright, its right to register the same, or to
keep and maintain the same.
(e) Each Grantor shall, within ten days after the end of each calendar
month, inform the Collateral Agent of each application for any Patent, Trademark
or Copyright (or for the registration of any Trademark or Copyright) with the
United States Patent and Trademark Office, United States Copyright Office or any
office or agency in any political subdivision of the United States or in any
other country or any political subdivision thereof filed during such calendar
month by such Grantor, either itself or through any agent, employee, licensee or
designee and, upon request of the Collateral Agent, each Grantor shall execute
and deliver any and all agreements, instruments, documents and papers as the
Collateral Agent may request to evidence the Collateral Agent's security
interest in such Patent, Trademark or Copyright, and each Grantor hereby
appoints the Collateral Agent as its attorney-in-fact to execute and file such
writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed; such power, being coupled with an interest, is
irrevocable.
(f) Each Grantor will take all necessary steps that are consistent with
the practice in any proceeding before the United States Patent and Trademark
Office, United States Copyright Office or any office or agency in any political
subdivision of the United States or in any other country or any political
subdivision thereof, to maintain and pursue each material application relating
to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant
or registration) and to maintain each issued Patent and each registration of the
Trademarks and Copyrights that is material to the conduct of any Grantor's
business, including timely filings of applications for renewal, affidavits of
use, affidavits of incontestability and payment of maintenance fees, and, if
consistent with good business judgment, to initiate opposition, interference and
cancelation proceedings against third parties.
(g) In the event that any Grantor has reason to believe that any
Collateral consisting of a Patent, Trademark or Copyright material to the
conduct of any Grantor's business has been or is about to be infringed,
misappropriated or diluted by a third party, such Grantor promptly shall notify
the Collateral Agent and shall, if consistent with good business judgment,
promptly sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as are appropriate under the circumstances to protect such
Collateral.
(h) Upon and during the continuance of an Event of Default, each
Grantor shall use its best efforts to obtain all requisite consents or approvals
by the licensor of each Copyright License, Patent License or Trademark License
to effect the assignment of all of such Grantor's right, title and interest
thereunder to the Collateral Agent or its designee.
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ARTICLE V
Power of Attorney
Each Grantor irrevocably makes, constitutes and appoints the Collateral
Agent (and all officers, employees or agents designated by the Collateral Agent)
as such Grantor's true and lawful agent and attorney-in-fact, and in such
capacity the Collateral Agent shall have the right, with power of substitution
for each Grantor and in each Grantor's name or otherwise, for the use and
benefit of the Collateral Agent and the Secured Parties, upon the occurrence and
during the continuance of an Event of Default (a) to receive, endorse, assign
and/or deliver any and all notes, acceptances, checks, drafts, money orders or
other evidences of payment relating to the Collateral or any part thereof; (b)
to demand, collect, receive payment of, give receipt for and give discharges and
releases of all or any of the Collateral; (c) to sign the name of any Grantor on
any invoice or bill of lading relating to any of the Collateral; (d) to send
verifications of Accounts Receivable to any Account Debtor; (e) to commence and
prosecute any and all suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect or otherwise realize on all or any of
the Collateral or to enforce any rights in respect of any Collateral; (f) to
settle, compromise, compound, adjust or defend any actions, suits or proceedings
relating to all or any of the Collateral; (g) to notify, or to require any
Grantor to notify, Account Debtors to make payment directly to the Collateral
Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with
respect to or otherwise deal with all or any of the Collateral, and to do all
other acts and things necessary to carry out the purposes of this Agreement, as
fully and completely as though the Collateral Agent were the absolute owner of
the Collateral for all purposes; provided, however, that nothing herein
contained shall be construed as requiring or obligating the Collateral Agent or
any Secured Party to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent or any Secured
Party, or to present or file any claim or notice, or to take any action with
respect to the Collateral or any part thereof or the moneys due or to become due
in respect thereof or any property covered thereby, and no action taken or
omitted to be taken by the Collateral Agent or any Secured Party with respect to
the Collateral or any part thereof shall give rise to any defense, counterclaim
or offset in favor of any Grantor or to any claim or action against the
Collateral Agent or any Secured Party. It is understood and agreed that the
appointment of the Collateral Agent as the agent and attorney-in-fact of the
Grantors for the purposes set forth above is coupled with an interest and is
irrevocable. The provisions of this Section shall in no event relieve any
Grantor of any of its obligations hereunder or under any other Loan Document
with respect to the Collateral or any part thereof or impose any obligation on
the Collateral Agent or any Secured Party to proceed in any particular manner
with respect to the Collateral or any part thereof, or in any way limit the
exercise by the Collateral Agent or any Secured Party of any other or further
right which it may have on the date of this Agreement or hereafter, whether
hereunder, under any other Loan Document, by law or otherwise.
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ARTICLE VI
Remedies
SECTION 6.01. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of
Collateral to the Collateral Agent on demand, and it is agreed that the
Collateral Agent shall have the right to take any of or all the following
actions at the same or different times: (a) with respect to any Collateral
consisting of Intellectual Property, on demand, to cause the Security Interest
to become an assignment, transfer and conveyance of any of or all such
Collateral by the applicable Grantors to the Collateral Agent, or to license or
sublicense, whether general, special or otherwise, and whether on an exclusive
or non-exclusive basis, any such Collateral throughout the world on such terms
and conditions and in such manner as the Collateral Agent shall determine (other
than in violation of any then-existing licensing arrangements to the extent that
waivers cannot be obtained), and (b) with or without legal process and with or
without prior notice or demand for performance, to take possession of the
Collateral and without liability for trespass to enter any premises where the
Collateral may be located for the purpose of taking possession of or removing
the Collateral and, generally, to exercise any and all rights afforded to a
secured party under the Uniform Commercial Code or other applicable law. Without
limiting the generality of the foregoing, each Grantor agrees that the
Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law, to sell or otherwise dispose of all or any part of the
Collateral, at public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely, free from
any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by law) all rights of redemption, stay and appraisal
which such Grantor now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted.
The Collateral Agent shall give the Grantors 10 days' written notice
(which each Grantor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the Collateral Agent's intention to
make any sale of Collateral. Such notice, in the case of a public sale, shall
state the time and place for such sale and, in the case of a sale at a broker's
board or on a securities exchange, shall state the board or exchange at which
such sale is to be made and the day on which the Collateral, or portion thereof,
will first be offered for sale at such board or exchange. Any such public sale
shall be held at such time or times within ordinary business hours and at such
place or places as the Collateral Agent may fix and state in the notice (if any)
of such sale. At any such sale, the Collateral, or portion thereof, to be sold
may be sold in one lot as an entirety or in separate parcels, as the Collateral
Agent may (in its sole and absolute discretion) determine. The Collateral Agent
shall not be obligated to make any sale of any Collateral if it shall determine
not to do so, regardless of the fact that notice of sale of such Collateral
shall have been given. The Collateral Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned. In
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case any sale of all or any part of the Collateral is made on credit or for
future delivery, the Collateral so sold may be retained by the Collateral Agent
until the sale price is paid by the purchaser or purchasers thereof, but the
Collateral Agent shall not incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice. At any
public (or, to the extent permitted by law, private) sale made pursuant to this
Section, any Secured Party may bid for or purchase, free (to the extent
permitted by law) from any right of redemption, stay, valuation or appraisal on
the part of any Grantor (all said rights being also hereby waived and released
to the extent permitted by law), the Collateral or any part thereof offered for
sale and may make payment on account thereof by using any claim then due and
payable to such Secured Party from any Grantor as a credit against the purchase
price, and such Secured Party may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to any
Grantor therefor. For purposes hereof, a written agreement to purchase the
Collateral or any portion thereof shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such agreement
and no Grantor shall be entitled to the return of the Collateral or any portion
thereof subject thereto, notwithstanding the fact that after the Collateral
Agent shall have entered into such an agreement all Events of Default shall have
been remedied and the Obligations paid in full. As an alternative to exercising
the power of sale herein conferred upon it, the Collateral Agent may proceed by
a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver.
SECTION 6.02. Application of Proceeds. The Collateral Agent shall apply
the proceeds of any collection or sale of the Collateral, as well as any
Collateral consisting of cash, as follows:
FIRST, to the payment of all costs and expenses incurred by
the Administrative Agent or the Collateral Agent (in its capacity as
such hereunder or under any other Loan Document) in connection with
such collection or sale or otherwise in connection with this Agreement
or any of the Obligations, including all court costs and the fees and
expenses of its agents and legal counsel, the repayment of all advances
made by the Collateral Agent hereunder or under any other Loan Document
on behalf of any Grantor and any other costs or expenses incurred in
connection with the exercise of any right or remedy hereunder or under
any other Loan Document;
SECOND, to the payment in full of the Obligations (the amounts
so applied to be distributed among the Secured Parties pro rata in
accordance with the amounts of the Obligations owed to them on the date
of any such distribution); and
THIRD, to the Grantors, their successors or assigns, or as a
court of competent jurisdiction may otherwise direct.
The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of the Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.
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SECTION 6.03. Grant of License to Use Intellectual Property. For the
purpose of enabling the Collateral Agent to exercise rights and remedies under
this Article at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral
Agent an irrevocable, non-exclusive license (exercisable without payment of
royalty or other compensation to the Grantors) to use, license or sub-license
any of the Collateral consisting of Intellectual Property now owned or hereafter
acquired by such Grantor, to the extent granting such license or sub-license
would not violate any agreement applicable to such Intellectual Property, and
wherever the same may be located, and including in such license reasonable
access to all media in which any of the licensed items may be recorded or stored
and to all computer software and programs used for the compilation or printout
thereof. The use of such license by the Collateral Agent shall be exercised, at
the option of the Collateral Agent, upon the occurrence and during the
continuation of an Event of Default; provided that any license, sub-license or
other transaction entered into by the Collateral Agent in accordance herewith
shall be binding upon the Grantors notwithstanding any subsequent cure of an
Event of Default.
ARTICLE VII
Miscellaneous
SECTION 7.01. Notices. All communications and notices hereunder shall
(except as otherwise expressly permitted herein) be in writing and given as
provided in Section 9.01 of the Credit Agreement. All communications and notices
hereunder to any Subsidiary Guarantor shall be given to it at its address or
telecopy number set forth on Schedule I, with a copy to the Borrower.
SECTION 7.02. Security Interest Absolute. All rights of the Collateral
Agent hereunder, the Security Interest and all obligations of the Grantors
hereunder shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document, any
agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Obligations,
or any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Loan Document or any other agreement or instrument,
(c) any exchange, release or non-perfection of any Lien on other collateral, or
any release or amendment or waiver of or consent under or departure from any
guarantee, securing or guaranteeing all or any of the Obligations, or (d) any
other circumstance that might otherwise constitute a defense available to, or a
discharge of, any Grantor in respect of the Obligations or this Agreement.
SECTION 7.03. Survival of Agreement. All covenants, agreements,
representations and warranties made by any Grantor herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Secured Parties and shall survive the making by the Lenders of the Loans, and
the execution and delivery to the Lenders of any notes evidencing such Loans,
regardless of any investigation made by the Lenders or on their behalf, and
shall continue in full force and effect until this Agreement shall terminate.
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SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall
become effective as to any Grantor when a counterpart hereof executed on behalf
of such Grantor shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter shall be binding upon such Grantor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of such
Grantor, the Collateral Agent and the other Secured Parties and their respective
successors and assigns, except that no Grantor shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein or in the
Collateral (and any such assignment or transfer shall be void) except as
expressly contemplated by this Agreement or the Credit Agreement. This Agreement
shall be construed as a separate agreement with respect to each Grantor and may
be amended, modified, supplemented, waived or released with respect to any
Grantor without the approval of any other Grantor and without affecting the
obligations of any other Grantor hereunder.
SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
successors and assigns of such party; and all covenants, promises and agreements
by or on behalf of any Grantor or the Collateral Agent that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and assigns.
SECTION 7.06. Collateral Agent's Fees and Expenses; Indemnification.
(a) Each Grantor jointly and severally agrees to pay upon demand to the
Collateral Agent the amount of any and all reasonable expenses, including the
reasonable fees, disbursements and other charges of its counsel and of any
experts or agents, which the Collateral Agent may incur in connection with (i)
the administration of this Agreement, (ii) the custody or preservation of, or
the sale of, collection from or other realization upon any of the Collateral,
(iii) the exercise, enforcement or protection of any of the rights of the
Collateral Agent hereunder or (iv) the failure of any Grantor to perform or
observe any of the provisions hereof.
(b) Without limitation of its indemnification obligations under the
other Loan Documents, each Grantor jointly and severally agrees to indemnify the
Collateral Agent and the other Indemnitees against, and hold each of them
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable fees, disbursements and other charges of counsel,
incurred by or asserted against any of them arising out of, in any way connected
with, or as a result of, the execution, delivery or performance of this
Agreement or any claim, litigation, investigation or proceeding relating hereto
or to the Collateral, whether or not any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.
(c) Any such amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 7.06 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Collateral Agent or any Lender. All amounts due under this Section 7.06
shall be payable on written demand therefor.
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SECTION 7.07. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 7.08. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the Collateral Agent, the Issuing Bank, the Administrative Agent and the
Lenders under the other Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any
provisions of this Agreement or any other Loan Document or consent to any
departure by any Grantor therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Grantor in any case shall entitle such
Grantor or any other Grantor to any other or further notice or demand in similar
or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Collateral Agent and the Grantor or Grantors with respect to
which such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 9.08 of the Credit Agreement.
SECTION 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.
SECTION 7.10. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 7.11 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract (subject to Section 7.04),
and shall become effective as provided in
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Section 7.04. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
SECTION 7.12. Headings. Article and Section headings used herein are
for the purpose of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.
SECTION 7.13. Jurisdiction; Consent to Service of Process. (a) Each
Grantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Collateral Agent, the Administrative Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
the other Loan Documents against any Grantor or its properties in the courts of
any jurisdiction.
(b) Each Grantor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.
(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 7.01. Nothing in this
Agreement will affected the right of any party to this Agreement to serve
process in any other manner permitted by law.
SECTION 7.14. Termination. This Agreement and the Security Interest
shall terminate when all the Obligations have been indefeasibly paid in full,
the Lenders have no further commitment to lend, the L/C Exposure has been
reduced to zero and the Issuing Bank has no further commitment to issue Letters
of Credit under the Credit Agreement, at which time the Collateral Agent shall
execute and deliver to the Grantors, at the Grantors' expense, all Uniform
Commercial Code termination statements and similar documents which the Grantors
shall reasonably request to evidence such termination. Any execution and
delivery of termination statements or documents pursuant to this Section 7.14
shall be without recourse to or warranty by the Collateral Agent. A Subsidiary
Guarantor shall automatically be released from its obligations hereunder and the
Security Interest in the Collateral of such Subsidiary Guarantor shall be
automatically released in the event that all the capital stock of such
Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a
person that is not an Affiliate of the Borrower in accordance with the terms of
the Credit Agreement; provided that the Required Lenders shall have consented to
such sale, transfer or other disposition (to the extent required by the Credit
Agreement) and the terms of such consent did not provide otherwise.
<PAGE> 257
21
SECTION 7.15. Additional Grantors. Upon execution and delivery by the
Collateral Agent and a Subsidiary of an instrument in the form of Annex 3
hereto, such Subsidiary shall become a Grantor hereunder with the same force and
effect as if originally named as a Grantor herein. The execution and delivery of
any such instrument shall not require the consent of any Grantor hereunder. The
rights and obligations of each Grantor hereunder shall remain in full force and
effect notwithstanding the addition of any new Grantor as a party to this
Agreement.
<PAGE> 258
22
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
FAIRCHILD SEMICONDUCTOR
CORPORATION,
by:
---------------------------
Name:
Title:
EACH OF THE SUBSIDIARY
GUARANTORS LISTED ON
SCHEDULE I HERETO,
by:
---------------------------
Name:
Title: Authorized Officer
CREDIT SUISSE FIRST BOSTON,
as Collateral Agent,
by:
---------------------------
Name:
Title:
by:
---------------------------
Name:
Title:
<PAGE> 259
SCHEDULE I
SUBSIDIARY GUARANTORS
<PAGE> 260
SCHEDULE II
U.S. COPYRIGHTS OWNED BY GRANTORS
U.S. Copyright Registrations
Title Class Reg. Date Reg No.
None
Pending U.S. Copyright Applications for Registration
Title Class Date Application Filed
None
Non-U.S. Copyright Registrations
Country Title Class Reg. Date Reg. No.
None
Non-U.S. Pending Copyright Applications for Registration
Country Title Class Date Application Filed
None
<PAGE> 261
SCHEDULE III
LICENSES
[Make a separate Schedule III for each Grantor, and if not a licensor/licensee
in a license/sublicense so state.]
PART I
LICENSES/SUBLICENSES OF [NAME OF GRANTOR] ON DATE HEREOF
A. Copyrights
[List First U.S. copyrights in numerical order by Reg. No., followed by non-U.S.
copyrights by country in alphabetical order, Reg. Nos. in numerical order.]
<TABLE>
<CAPTION>
Licensee Name and Date of License/ Title of Class Reg.Date Reg. No.
Address Sublicense U.S.Copyrights
<S> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Licensee Name Date of License/ Title of Non-U.S. Country Class Reg.Date Reg. No.
and Address Sublicense Copyrights
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
B. Patents
[List first in numerical order by U.S. patent nos. followed by U.S. patent
application nos., followed in alphabetical order by country, non-U.S. patent
nos. followed by non-U.S. application nos. in numerical order.]
<TABLE>
<CAPTION>
Licensee Name and Date of License/ Title of U.S. Patent Class Application Date Application/
Address Sublicense Filed/Issue Date Patent No.
<S> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Licensee Name and Date of License/ Title of Non- Country Class Application Application/
Address Sublicense U.S. Patent Date Field/Issue Patent No.
Date
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<PAGE> 262
C. Trademarks
[List first in numerical order by U.S. trademark nos., followed by U.S.
trademark application nos., followed in alphabetical order by country, non-U.S.
application nos. in numerical order.]
<TABLE>
<CAPTION>
Licensee Name Date of License/ U.S. Mark Class Application Date Application/
and Address Sublicense Filed/Reg.Date Reg. No.
<S> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Licensee Name Date of License/ Title of Country Class Application Application/
and Address Sublicense Non-U.S.Mark Date Filed/ Reg. No.
Reg. Date
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
D. Others
<TABLE>
<CAPTION>
Licensee Name and Address Date of License/ Subject Matter
Sublicense
<S> <C> <C>
</TABLE>
PART 2
LICENSES/SUBLICENSES OF [NAME OF GRANTOR] AS LICENSEE ON DATE HEREOF
A. Copyrights
[List first U.S. copyrights in numerical order by Reg. No., followed by non-U.S.
copyright by country in alphabetical order, Reg. Nos. in numerical order.]
<TABLE>
<CAPTION>
Licensor Name Date of License/ Title of Class Reg. Date Reg. No.
and Address Sublicense U.S. Copyright
<S> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Licensor Name Date of License/ Title of Non-U.S. Country Class Reg. Date Reg. No.
and Address Sublicense Copyrights
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<PAGE> 263
3
B. Patents
[List first in numerical order by U.S. Patent nos. followed by U.S. patent
application nos., followed in alphabetical order by country, non-U.S. patent
nos. followed by non-U.S. application nos. in numerical order.]
<TABLE>
<CAPTION>
Licensor Name Date of License/ Title of Class Application Application/
and Address Sublicense U.S. Patent Date/Filed/ Patent No.
Issue Date
<S> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Licensor Name Date of License/ Title of Non- Country Class Application Application/
and Address Sublicense U.S. Patent Date/Filed/ Patent No.
Issue Date
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
C. Trademarks
[List first in numerical order by U.S. trademark nos., followed by U.S.
trademark application nos., followed in alphabetical order by country, non-U.S.
trademark nos. followed by non-U.S. application nos. in numerical order.]
<TABLE>
<CAPTION>
Licensor Name and Date of License/ U.S. Mark Class Application Date Application
Address Sublicense Filed/Reg. Date Reg. No.
<S> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Licensor Date of License/ Title of Country Class Application Date Application/
Name and Sublicense Non-U.S. Mark Filed/Reg. Date Reg. No.
Address
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
D. Others
<TABLE>
<CAPTION>
Licensor Name and Address Date of License/ Subject Matter
Sublicense
<S> <C> <C>
</TABLE>
<PAGE> 264
SCHEDULE IV
PATENTS OWNED BY [NAME OF GRANTOR]
[Make a separate Schedule IV for each Grantor and if no patents owned so state.
List in numerical order by Patent No./Patent Application No.]
U.S. Patent Registrations
Patent Name Class Issue Date Patent No.
U.S. Patent Applications
Patent Name Class Filing Date Patent Application No.
Non-U.S. Patent Registrations
[List in alphabetical order by country/numerical order by Patent No.]
Country Patent Name Class Issue Date Patent No.
Non-U.S. Patent Applications
Country Patent Name Class Filing Date Patent Application No.
<PAGE> 265
SCHEDULE V
TRADEMARK/TRADE NAMES OWNED BY [NAME OF GUARANTOR]
[Make a separate Schedule V for each Grantor and if no trademarks/trade names
owned so state. List in numerical order by trademark registration/application
no.]
U.S. Trademark Registrations
Mark Class Reg. Date Reg. No.
U.S. Trademark Applications
Mark Class Filing Date Application No.
State Trademark Registrations
[List in alphabetical order by State/numerical order by trademark no.]
State Mark Class Reg. Date Reg. No.
State Trademark Applications
[List in alphabetical order by trademark application no.]
State Mark Class Filing Date Application No.
Non-U.S. Trademark Registrations
[List in alphabetical order by Country/numerical order by trademark no.]
Country Mark Class Reg. Date Reg. No.
Non-U.S. Trademark Applications
[List in alphabetical order by Country/numerical order by application no.]
Country Mark Class Filing Date Application No.
Trade Names
<PAGE> 266
Annex 2 to the
Security Agreement
[Form Of]
PERFECTION CERTIFICATE
Reference is made to (a) the Credit Agreement dated as of April 14, 1999 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, FSC Semiconductor Corporation, a Delaware
corporation ("Holdings"), the lenders from time to time party thereto (the
"Lenders"), Credit Suisse First Boston, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent"), and as Collateral Agent,
swingline lender and Issuing Bank (as defined therein), Salomon Brothers Holding
Company Inc, as syndication agent, and Fleet National Bank, as Issuing Bank and
as documentation agent and ABN Amro Bank, NV, as documentation agent and (b) the
Subsidiary Guarantee Agreement dated as of April 14, 1999 (as amended,
supplemented or otherwise modified from time to time, the "Subsidiary Guarantee
Agreement"), among the Subsidiary Guarantors and the Collateral Agent.
The undersigned, a Financial Officer and a Legal Officer, respectively, of
Holdings, hereby certify to the Collateral Agent and each other Secured Party as
follows:
1. Names.
(a) The exact corporate name of each Grantor, as such name appears in its
respective certificate of incorporation, is as follows:
(b) Set forth below is each other corporate name each Grantor has had in the
past five years, together with the date of the relevant change:
(c) Except as set forth in Schedule 1 hereto, no Grantor has changed its
identity or corporate structure in any way within the past five years. Changes
in identity or corporate structure would include mergers, consolidations and
acquisitions, as well as any change in the form, nature or jurisdiction of
corporate organization. If any such change has occurred, include in Schedule 1
the information required by Sections 1 and 2 of this certificate as to each
acquiree or constituent party to a merger or consolidation:
(d) The following is a list of all other names (including trade names or
similar appellations) used by each Grantor or any of its divisions or other
business units in connection with the conduct of its business or the ownership
of its properties at any time during the past five years:
(e) Set forth below is the Federal Taxpayer Identification Number of each
Grantor:
2. Current Locations.
(a) The chief executive office of each Grantor is located at the address set
forth opposite its name below:
Grantor Mailing Address County State
<PAGE> 267
(b) Set forth below opposite the name of each Grantor are all locations where
such Grantor maintains any books or records relating to any Accounts Receivable
(with each location at which chattel paper, if any, is kept being indicated by
an "*"):
Grantor Mailing Address County State
(c) Set forth below opposite the name of each Grantor are all the places of
business of such Grantor not identified in paragraph (a) or (b) above:
Grantor Mailing Address County State
(d) Set forth below opposite the name of each Grantor are all the locations
where such Grantor maintains any Collateral not identified above:
Grantor Mailing Address County State
(e) Set forth below opposite the name of each Grantor are the names and
addresses of all persons other than such Grantor that have possession of any of
the Collateral of such Grantor:
Grantor Mailing Address County State
3. Unusual Transactions. All Accounts Receivable have been originated by the
Grantors and all Inventory has been acquired by the Grantors in the ordinary
course of business.
4. File Search Reports. Attached hereto as Schedule 4(A) are true copies of
file search reports from the Uniform Commercial Code filing offices where
filings described in Section 3.19 of the Credit Agreement are to be made.
Attached hereto as Schedule 4(B) is a true copy of each financing statement or
other filing identified in such file search reports.
5. UCC Filings. Duly signed financing statements on Form UCC-1 in
substantially the form of Schedule 5 hereto have been prepared for filing in the
Uniform Commercial Code filing office in each jurisdiction where a Grantor has
Collateral as identified in Section 2 hereof.
6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule setting
forth, with respect to the filings described in Section 5 above, each filing and
the filing office in which such filing is to be made.
7. Filing Fees. All filing fees and taxes payable in connection with the
filings described in Section 5 above have been paid.
8. Stock Ownership. Attached hereto as Schedule 8 is a true and correct list
of all the duly authorized, issued and outstanding stock of each Subsidiary and
the record and beneficial owners of such stock. Also set forth on Schedule 8 is
each equity Investment of Holdings and each Subsidiary that represents 50% or
less of the equity of the entity in which such investment was made.
<PAGE> 268
9. Notes. Attached hereto as Schedule 9 is a true and correct list of all
notes held by Holdings and each Subsidiary and all intercompany notes between
Holdings and each Subsidiary of Holdings and between each Subsidiary of Holdings
and each other such Subsidiary.
10. Advances. Attached hereto as Schedule 10 is (a) a true and correct list of
all advances made by Holdings to any Subsidiary of Holdings or made by any
Subsidiary of Holdings to Holdings or any other Subsidiary of Holdings, which
advances will be on and after the date hereof evidenced by one or more
intercompany notes pledged to the Collateral Agent under the Pledge Agreement,
and (b) a true and correct list of all unpaid intercompany transfers of goods
sold and delivered by or to Holdings or any Subsidiary of Holdings.
11. Mortgage Filings. Attached hereto as Schedule 11 is a schedule setting
forth, with respect to each Mortgaged Property, (i) the exact corporate name of
the corporation that owns such property as such name appears in its certificate
of incorporation, (ii) if different from the name identified pursuant to clause
(i), the exact name of the current record owner of such property reflected in
the records of the filing office for such property identified pursuant to the
following clause and (iii) the filing office in which a Mortgage with respect to
such property must be filed or recorded in order for the Collateral Agent to
obtain a perfected security interest therein.
IN WITNESS WHEREOF, the undersigned have duly executed this certificate on
this fourteenth day of April, 1999.
FSC SEMICONDUCTOR CORPORATION,
by: __________________________________
Name:
Title:[Financial Officer]
by: __________________________________
Name:
Title: [Legal Officer]
<PAGE> 269
Annex 3 to the
Security Agreement
SUPPLEMENT NO. __ dated as of , to the
Security Agreement dated as of April 14, 1999, among FAIRCHILD
SEMICONDUCTOR CORPORATION, a Delaware corporation (the
"Borrower"), each subsidiary of the Borrower listed on
Schedule I thereto (each such subsidiary individually a
"Subsidiary Guarantor" and collectively, the "Subsidiary
Guarantors"; the Subsidiary Guarantors and the Borrower are
referred to collectively herein as the "Grantors") and CREDIT
SUISSE FIRST BOSTON, a bank organized under the laws of
Switzerland, acting through its New York branch ("CSFB"), as
collateral agent (in such capacity, the "Collateral Agent")
for the Secured Parties (as defined herein).
A. Reference is made to (a) the Credit Agreement dated as of April 14,
1999 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, FSC Semiconductor Corporation, a
Delaware corporation, the lenders from time to time party thereto (the
"Lenders"), CSFB, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), and as Collateral Agent, swingline lender and Issuing
Bank (as defined therein), Salomon Brothers Holding Company Inc, as syndication
agent, and Fleet National Bank, as Issuing Bank and as documentation agent and
ABN Amro Bank, NV, as documentation agent and (b) the Subsidiary Guarantee
Agreement dated as of April 14, 1999 (as amended, supplemented or otherwise
modified from time to time, the "Subsidiary Guarantee Agreement"), among the
Subsidiary Guarantors and the Collateral Agent.
B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement and the
Credit Agreement.
C. The Grantors have entered into the Security Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Section 7.15 of the Security Agreement provides that additional
Subsidiaries of the Borrower may become Grantors under the Security Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Grantor") is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Grantor
under the Security Agreement in order to induce the Lenders to make additional
Loans and the Issuing Bank to issue additional Letters of Credit and as
consideration for Loans previously made and Letters of Credit previously issued.
Accordingly, the Collateral Agent and the New Grantor agree as follows:
SECTION 1. In accordance with Section 7.15 of the Security Agreement,
the New Grantor by its signature below becomes a Grantor under the Security
Agreement with the same force and effect as if originally named therein as a
Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of
the Security Agreement applicable to it as a Grantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a
Grantor thereunder are true and correct on and as of the date hereof. In
furtherance of the foregoing, the New Grantor, as security for the payment and
performance in full of the Obligations (as defined in the Security Agreement),
does hereby create and grant to the Collateral Agent, its successors and
assigns, for the benefit of the Secured Parties, their successors and assigns, a
security interest in and lien on all of the New Grantor's right, title and
interest in and to the Collateral (as defined in the Security Agreement) of the
New Grantor. Each reference to a "Grantor" in the Security Agreement shall be
deemed to include the New Grantor. The Security Agreement is hereby incorporated
herein by reference.
<PAGE> 270
SECTION 2. The New Grantor represents and warrants to the Collateral
Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.
SECTION 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Collateral
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of the New Grantor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.
SECTION 4. The New Grantor hereby represents and warrants that (a) set
forth on Schedule I attached hereto is a true and correct schedule of the
location of any and all Collateral of the New Grantor and (b) set forth under
its signature hereto, is the true and correct location of the chief executive
office of the New Grantor.
SECTION 5. Except as expressly supplemented hereby, the Security
Agreement shall remain in full force and effect.
SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Security Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 7.01 of the Security Agreement. All
communications and notices hereunder to the New Grantor shall be given to it at
the address set forth under its signature below.
SECTION 9. The New Grantor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.
<PAGE> 271
3
IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly
executed this Supplement to the Security Agreement as of the day and year first
above written.
[Name Of New Grantor],
by: __________________________________
Name:
Title:
Address:
CREDIT SUISSE FIRST BOSTON,
as Collateral Agent,
by: __________________________________
Name:
Title:
by: __________________________________
Name:
Title:
<PAGE> 272
SCHEDULE I
to Supplement No.___ to the
Security Agreement
LOCATION OF COLLATERAL
Description Location
<PAGE> 273
Country(s) Where Used Trade Names
<PAGE> 274
SCHEDULE I
to Supplement No.___ to the
Security Agreement
LOCATION OF COLLATERAL
Description Location
<PAGE> 275
EXECUTION COPY
SUBSIDIARY GUARANTEE AGREEMENT dated as of April 14,
1999, among each of the subsidiaries listed on Schedule I
hereto (each such subsidiary individually, a "Guarantor" and
collectively, the "Guarantors") of FAIRCHILD SEMICONDUCTOR
CORPORATION, a Delaware corporation (the "Borrower"), and
CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of
Switzerland, acting through its New York branch, as collateral
agent (the "Collateral Agent") for the Secured Parties (as
defined in the Credit Agreement referred to below).
Reference is made to the Credit Agreement dated as of April 14, 1999
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, the lenders from time to time party thereto
(the "Lenders"), Credit Suisse First Boston, as and Credit Suisse First Boston,
as issuing bank (in such capacity, the "Issuing Bank"). Capitalized terms used
herein and not defined herein shall have the meanings assigned to such terms in
the Credit Agreement.
The Lenders have agreed to make Loans to the Borrower, and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. Each of the Guarantors is a wholly owned Subsidiary of the
Borrower and acknowledges that it will derive substantial benefit from the
making of the Loans by the Lenders, and the issuance of the Letters of Credit by
the Issuing Bank. The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit are conditioned on, among other things,
the execution and delivery by the Guarantors of a Guarantee Agreement in the
form hereof. As consideration therefor and in order to induce the Lenders to
make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are
willing to execute this Agreement.
<PAGE> 276
Accordingly, the parties hereto agree as follows:
SECTION 1. Guarantee. Each Guarantor unconditionally guarantees,
jointly with the other Guarantors and severally, as a primary obligor and not
merely as a surety, (a) the due and punctual payment of (i) the principal of and
premium, if any, and interest (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on the Loans,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise, (ii) each payment required to be made by the
Borrower under the Credit Agreement in respect of any Letter of Credit, when and
as due, including payments in respect of reimbursement of disbursements,
interest thereon and obligations to provide cash collateral and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parities to the Secured Parties under
the Credit Agreement and the other Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Loan Parties under or pursuant to the Credit Agreement and the other Loan
Documents and (c) unless otherwise agreed upon in writing by the applicable
Lender party thereto, all obligations of the Borrower, monetary or otherwise,
under each Interest Rate Protection Agreement entered into with a counterparty
that was a Lender at the time such Interest Rate Protection Agreement was
entered into (all the monetary and other obligations referred to in the
preceding clauses (a) through (c) being collectively called the "Obligations").
Each Guarantor further agrees that the Obligations may be extended or renewed,
in whole or in part, without notice to or further assent from it, and that it
will remain bound upon its guarantee notwithstanding any extension or renewal of
any Obligation.
Anything contained in this Agreement to the contrary notwithstanding,
the obligations of each Guarantor hereunder shall be limited to a maximum
aggregate amount equal to the greatest amount that would not render such
Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer
or conveyance under Section 548 of Title 11 of the United States Code or any
provisions of applicable state law (collectively, the "Fraudulent Transfer
Laws"), in each case after giving effect to all other liabilities of such
Guarantor, contingent or otherwise, that are relevant under the Fraudulent
Transfer Laws (specifically excluding, however, any liabilities of such
Guarantor (a) in respect of intercompany indebtedness to the Borrower or
Affiliates of the Borrower to the extent that such indebtedness would be
discharged in an amount equal to the amount paid by such Guarantor hereunder and
(b) under any Guarantee of senior unsecured indebtedness or Indebtedness
subordinated in right of payment to the Obligations which Guarantee contains a
limitation as to maximum amount similar to that set forth in this paragraph,
pursuant to which the liability of such Guarantor hereunder is included in the
liabilities taken into account in determining such maximum amount) and after
giving effect as assets to the value (as determined under the applicable
provisions of the Fraudulent Transfer Laws) of any rights to subrogation,
contribution, reimbursement, indemnity or similar rights of such Guarantor
pursuant to (i) applicable law or (ii) any agreement providing for an equitable
allocation among such Guarantor and other Affiliates of the Borrower of
obligations arising under Guarantees by such parties (including the Indemnity,
Subrogation and Contribution Agreement).
SECTION 2. Obligations Not Waived. To the fullest extent permitted by
applicable law, each Guarantor waives presentment to, demand of payment from and
protest to the Borrower of any of the Obligations, and also waives notice of
acceptance of its guarantee and notice of protest for nonpayment. To the fullest
extent permitted by applicable law, the obligations of each Guarantor hereunder
shall not be affected by (a) the failure of the Collateral Agent or any other
Secured Party to assert any claim or demand or to enforce or exercise any right
or remedy against the Borrower or any other Guarantor under the provisions of
the Credit Agreement, any other Loan Document or otherwise, (b) any rescission,
waiver, amendment or modification of, or any release from any of the terms or
provisions of this Agreement, any other Loan Document, any Guarantee or any
other
<PAGE> 277
agreement, including with respect to any other Guarantor under this Agreement or
(c) the failure to perfect any security interest in, or the release of, any of
the security held by or on behalf of the Collateral Agent or any other Secured
Party.
SECTION 3. Security. Each of the Guarantors authorizes the Collateral
Agent and each of the other Secured Parties, to (a) take and hold security for
the payment of this Guarantee and the Obligations and exchange, enforce, waive
and release any such security, (b) apply such security and direct the order or
manner of sale thereof as they in their sole discretion may determine and (c)
release or substitute any one or more endorsees, other guarantors of other
obligors.
SECTION 4. Guarantee of Payment. Each Guarantor further agrees that its
guarantee constitutes a guarantee of payment when due and not of collection, and
waives any right to require that any resort be had by the Collateral Agent or
any other Secured Party to any of the security held for payment of the
Obligations or to any balance of any deposit account or credit on the books of
the Collateral Agent or any other Secured Party in favor of the Borrower or any
other person.
SECTION 5. No Discharge or Diminishment of Guarantee. The obligations
of each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment in
full in cash of the Obligations), including any claim of waiver, release,
surrender, alteration or compromise of any of the Obligations, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Collateral Agent or any other Secured
Party to assert any claim or demand or to enforce any remedy under the Credit
Agreement, any other Loan Document or any other agreement, by any waiver or
modification of any provision of any thereof, by any default, failure or delay,
wilful or otherwise, in the performance of the Obligations, or by any other act
or omission that may or might in any manner or to any extent vary the risk of
any Guarantor or that would otherwise operate as a discharge of each Guarantor
as a matter of law or equity (other than the indefeasible payment in full in
cash of all the Obligations).
SECTION 6. Defenses of Borrower Waived. To the fullest extent permitted
by applicable law, each of the Guarantors waives any defense based on or arising
out of any defense of the Borrower or the unenforceability of the Obligations or
any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower, other than the final and indefeasible payment in full
in cash of the Obligations. The Collateral Agent and the other Secured Parties
may, at their election, foreclose on any security held by one or more of them by
one or more judicial or nonjudicial sales, accept an assignment of any such
security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with the Borrower or any other
guarantor or exercise any other right or remedy available to them against the
Borrower or any other guarantor, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Obligations have
been fully, finally and indefeasibly paid in cash. Pursuant to applicable law,
each of the Guarantors waives any defense arising out of any such election even
though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy of
such Guarantor against the Borrower or any other Guarantor or guarantor, as the
case may be, or any security.
SECTION 7. Agreement to Pay; Subordination. In furtherance of the
foregoing and not in limitation of any other right that the Collateral Agent or
any other Secured Party has at law or in equity against any Guarantor by virtue
hereof, upon the failure of the Borrower or any other Loan Party to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Collateral Agent
or such other Secured Party as designated thereby in cash the amount of such
unpaid Obligations. Upon payment by any Guarantor of any sums to the Collateral
Agent or any Secured Party as provided above, all rights of such Guarantor
<PAGE> 278
against the Borrower arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be
subordinate and junior in right of payment to the prior indefeasible payment in
full in cash of all the Obligations. In addition, any indebtedness of the
Borrower now or hereafter held by any Guarantor is hereby subordinated in right
of payment to the prior payment in full of the Obligations. If any amount shall
erroneously be paid to any Guarantor on account of (i) such subrogation,
contribution, reimbursement, indemnity or similar right or (ii) any such
indebtedness of the Borrower, such amount shall be held in trust for the benefit
of the Secured Parties and shall forthwith be paid to the Collateral Agent to be
credited against the payment of the Obligations, whether matured or unmatured,
in accordance with the terms of the Loan Documents.
SECTION 8. Information. Each of the Guarantors assumes all
responsibility for being and keeping itself informed of the Borrower's financial
condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Obligations and the nature, scope and extent of the risks that
such Guarantor assumes and incurs hereunder, and agrees that none of the
Collateral Agent or the other Secured Parties will have any duty to advise any
of the Guarantors of information known to it or any of them regarding such
circumstances or risks.
SECTION 9. Representations and Warranties. Each of the Guarantors
represents and warrants as to itself that all representations and warranties
relating to it contained in the Credit Agreement are true and correct.
SECTION 10. Termination. The Guarantees made hereunder (a) shall
terminate when all the Obligations have been indefeasibly paid in full and the
Lenders have no further commitment to lend under the Credit Agreement, the L/C
Exposure has been reduced to zero and the Issuing Bank has no further obligation
to issue Letters of Credit under the Credit Agreement and (b) shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Obligation is rescinded or must otherwise be restored
by any Secured Party or any Guarantor upon the bankruptcy or reorganization of
the Borrower, any Guarantor or otherwise.
SECTION 11. Binding Effect; Several Agreement; Assignments. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Guarantors that are contained in
this Agreement shall bind and inure to the benefit of each party hereto and
their respective successors and assigns. This Agreement shall become effective
as to any Guarantor when a counterpart hereof executed on behalf of such
Guarantor shall have been delivered to the Collateral Agent, and a counterpart
hereof shall have been executed on behalf of the Collateral Agent, and
thereafter shall be binding upon such Guarantor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of such
Guarantor, the Collateral Agent and the other Secured Parties, and their
respective successors and assigns, except that no Guarantor shall have the right
to assign its rights or obligations hereunder or any interest herein (and any
such attempted assignment shall be void). If all of the capital stock of a
Guarantor is sold, transferred or otherwise disposed of pursuant to a
transaction permitted by Section 6.05 of the Credit Agreement, such Guarantor
shall be released from its obligations under this Agreement without further
action. This Agreement shall be construed as a separate agreement with respect
to each Guarantor and may be amended, modified, supplemented, waived or released
with respect to any Guarantor without the approval of any other Guarantor and
without affecting the obligations of any other Guarantor hereunder.
SECTION 12. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the other Secured Parties under the other Loan Documents are cumulative
and are not exclusive of any rights
<PAGE> 279
or remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Guarantor therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) below,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No notice or demand on any Guarantor in any
case shall entitle such Guarantor to any other or further notice or demand in
similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to a written agreement entered into between
the Guarantors with respect to which such waiver, amendment or modification
relates and the Collateral Agent, with the prior written consent of the Required
Lenders (except as otherwise provided in the Credit Agreement).
SECTION 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 14. Notices. All communications and notices hereunder shall be
in writing and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to each Guarantor shall be given to it [in
care of the Borrower] [at its address set forth in Schedule I].
SECTION 15. Survival of Agreement; Severability. (a) All covenants,
agreements, representations and warranties made by the Guarantors herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Collateral Agent and the other Secured Parties and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank regardless of any investigation made by
the Secured Parties or on their behalf, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
other fee or amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or the L/C Exposure does not equal zero and as long as
the Commitments and the L/C Commitment have not been terminated.
(b) In the event any one or more of the provisions contained in this
Agreement or in any other Loan Document should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 16. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective as
provided in Section 11. Delivery of an executed signature page to this Agreement
by facsimile transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement.
SECTION 17. Rules of Interpretation. The rules of interpretation
specified in Section 1.02 of the Credit Agreement shall be applicable to this
Agreement.
SECTION 18. Jurisdiction; Consent to Service of Process. (a) Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment,
<PAGE> 280
and each of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Collateral Agent or
any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against any Guarantor or
its properties in the courts of any jurisdiction.
(b) Each Guarantor hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection that it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the other Loan
Documents in any New York State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.
(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 14. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.
SECTION 19. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.
SECTION 20. Additional Guarantors. Pursuant to Section 5.11 of the
Credit Agreement, each Subsidiary of the Borrower that was not in existence on
the date of the Credit Agreement is required to enter into this Agreement as a
Guarantor upon becoming a Subsidiary. Upon execution and delivery after the date
hereof by the Collateral Agent and such a Subsidiary of an instrument in the
form of Annex 1, such Subsidiary shall become a Guarantor hereunder with the
same force and effect as if originally named as a Guarantor herein. The
execution and delivery of any instrument adding an additional Guarantor as a
party to this Agreement shall not require the consent of any other Guarantor
hereunder. The rights and obligations of each Guarantor hereunder shall remain
in full force and effect notwithstanding the addition of any new Guarantor as a
party to this Agreement.
SECTION 21. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Secured Party is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other Indebtedness at any time owing by such Secured Party to
or for the credit or the account of any Guarantor against any or all the
obligations of such Guarantor now or hereafter existing under this Agreement and
the other Loan Documents held by such Secured Party, irrespective of whether or
not such Secured Party shall have made any demand under this Agreement or any
other Loan Document and although such obligations may be unmatured. The rights
of each Secured Party under this Section 21 are in addition to other rights and
remedies (including other rights of setoff) which such Secured Party may have.
<PAGE> 281
7
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
EACH OF THE SUBSIDIARIES
LISTED ON SCHEDULE I HERETO.
by:_____________________________
Name:
Title: Authorized Officer
CREDIT SUISSE FIRST BOSTON, as
Collateral Agent,
by:_____________________________
Name:
Title:
<PAGE> 282
Schedule I to the
Guarantee Agreement
Guarantor [Address]
<PAGE> 283
Annex 1 to the
Subsidiary Guarantee Agreement
SUPPLEMENT NO. dated as of , to
the Subsidiary Guarantee Agreement dated as of April 14 ,
1999, among each of the subsidiaries listed on Schedule I
thereto (each such subsidiary individually, a "Guarantor" and
collectively, the "Guarantors") of FAIRCHILD SEMICONDUCTOR
CORPORATION, a Delaware corporation (the "Borrower"), and
CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of
Switzerland, acting through its New York branch, as collateral
agent (the "Collateral Agent") for the Secured Parties (as
defined in the Credit Agreement referred to below).
A. Reference is made to the Credit Agreement dated as of April 14, 1999
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, the lenders from time to time party thereto
(the "Lenders"), Credit Suisse First Boston, as and Credit Suisse First Boston,
as issuing bank (in such capacity, the "Issuing Bank"). Capitalized terms used
herein and not defined herein shall have the meanings assigned to such terms in
the Credit Agreement.
B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Guarantee Agreement and the
Credit Agreement.
C. The Guarantors have entered into the Guarantee Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Pursuant to Section 5.11 of the Credit Agreement, each Subsidiary of the
Borrower that was not in existence or not a Subsidiary on the date of the Credit
Agreement is required to enter into the Guarantee Agreement as a Guarantor upon
becoming a Subsidiary. Section 20 of the Guarantee Agreement provides that
additional Subsidiaries of the Borrower may become Guarantors under the
Guarantee Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Subsidiary of the Borrower (the "New
Guarantor") is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Guarantor under the Guarantee Agreement in
order to induce the Lenders to make additional Loans and the Issuing Bank to
issue additional Letters of Credit and as consideration for Loans previously
made and Letters of Credit previously issued.
Accordingly, the Collateral Agent and the New Guarantor agree as
follows:
SECTION 1. In accordance with Section 20 of the Guarantee Agreement,
the New Guarantor by its signature below becomes a Guarantor under the Guarantee
Agreement with the same force and effect as if originally named therein as a
Guarantor and the New Guarantor hereby (a) agrees to all the terms and
provisions of the Guarantee Agreement applicable to it as a Guarantor thereunder
and (b) represents and warrants that the representations and warranties made by
it as a Guarantor thereunder are true and correct on and as of the date hereof.
Each reference to a "Guarantor" in the Guarantee Agreement shall be deemed to
include the New Guarantor. The Guarantee Agreement is hereby incorporated herein
by reference.
SECTION 2. The New Guarantor represents and warrants to the Collateral
Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.
<PAGE> 284
SECTION 3. This Supplement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Guarantor and the Collateral
Agent. Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart of this Supplement.
SECTION 4. Except as expressly supplemented hereby, the Guarantee
Agreement shall remain in full force and effect.
SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and in the Guarantee Agreement shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 7. All communications and notices hereunder shall be in writing
and given as provided in Section 14 of the Guarantee Agreement. All
communications and notices hereunder to the New Guarantor shall be given to it
at the address set forth under its signature below, with a copy to the Borrower.
SECTION 8. The New Guarantor agrees to reimburse the Collateral Agent
for its out-of-pocket expenses in connection with this Supplement, including the
fees, disbursements and other charges of counsel for the Collateral Agent.
IN WITNESS WHEREOF, the New Guarantor and the Collateral Agent have
duly executed this Supplement to the Guarantee Agreement as of the day and year
first above written.
[Name Of New Guarantor],
by:_____________________________
Name:
Title:
Address:
CREDIT SUISSE FIRST BOSTON, as
Collateral Agent,
by:_____________________________
Name:
Title:
<PAGE> 1
Exhibit 10.48
March 28, 1999
Dr. Deok-Jung Kim
Vice President and General Manager
Power Device Division
Samsung Electronics Co., Ltd.
Bucheon, South Korea
Dear D.J.:
This letter agreement is to confirm your position with Fairchild Korea
Semiconductor ("Fairchild Korea"). Effective as of the closing date, as defined
in the Business Transfer Agreement between Fairchild Semiconductor Corporation
("FSC") and Samsung Electronics, you will serve as President of Fairchild Korea
and a Senior Vice President of FSC. In the position of President of Fairchild
Korea you will also serve, without further compensation, as a Director of that
corporation. As President of Fairchild Korea, you will be subject to the
direction of the President and Chief Executive Office of FSC or to the direction
of others appointed by the Chief Executive Officer. This letter agreement and
the terms contained herein are all subject to review by Fairchild's Korean
counsel for compliance with Korean law. You may be asked and do agree to sign a
revised letter agreement reflecting appropriate changes by legal counsel to
reflect such compliance.
The term of employment under this Letter Agreement shall being on the closing
date defined above and shall conclude on the first anniversary thereof. The
terms of this Letter Agreement shall be renewed unless either FSC or you shall
give to the other written notice not less than 60 days prior to the end of any
term that it or he does not wish to renew this Agreement.
In consideration of the services you will render in the position described
above, FSC shall pay you a base salary at a rate of the Korean won equivalent of
$200,000 US per year. If not in violation of any legal requirements, this amount
pay be paid directly to a U.S. bank account. In addition, FSC shall, from time
to time, award you with annual incentive compensation based upon a target which
shall be 40% of your base salary, with the actual incentive award ranging from
0% to 250% at the best expected level, in accordance with the achievement of
financial or other performance measures set by the FSC Board of Directors . In
the event these best expected goals are met, your incentive award may be as much
as 250% of the target amount (i.e. 250% x 40% x $200,000 = $200,000), making
your total cash compensation (base salary and incentive award) at the maximum
achievable level equal to a possible $400,000. Your eligibility and compensation
under this plan will be governed solely by the terms of the Program and
applicable Company policies as from time to time established, as well as by all
appropriate legal requirements. You will also be subject to annual merit
increases as granted to employees from time to time.
<PAGE> 2
-2- June 23, 1999
As an additional component of your compensation, I will recommend to the FSC
Board of Directors that you receive a stock option grant of 40,000 shares of
Fairchild Semiconductor stock with an option price of $.25 US per share, dated
as of the date the Board acts on this recommendation and subject to the terms of
the Fairchild Semiconductor Stock Option Plan. This recommendation and future
potential grant is subject to legal review by Korean counsel and registration,
if necessary, of the Fairchild Semiconductor Stock Option Plan with the
government of South Korea. You will also be entitled to additional options at a
higher option price as part of a grant of options to be made to key Fairchild
Korea employees. I will be very much guided by your recommendations of the
persons to whom stock shall be awarded.
During the term of this letter agreement, you will be eligible to participate in
and take advantage of various fringe benefit plans comparable to those benefits
and plans in which you now participate and which are being continued or
replicated for Fairchild Korea. This includes such benefits as vacation time,
pension benefits and health coverage currently available to you in your current
position.
In the course of your service to FSC and Fairchild Korea, you have had and will
continue to have access to confidential data, trade secrets and other
information pertaining to FSC and Fairchild Korea known as Proprietary
Information. You agree that you shall not, during the term of this letter
agreement and anytime thereafter, regardless of the reason for termination of
your employment, disclose, directly or indirectly, any Proprietary Information
to any person other than such persons to whom you have been specifically
instructed to make disclosure by FSC or use any Proprietary Information,
directly or indirectly, for your own benefit or for the benefit of any other
person or entity. You also agree that you will not engage or participate in any
business which is competitive with FSC or Fairchild Korea and will not hire or
attempt to hire any employee of FSC or Fairchild Korea, will not call upon,
solicit or attempt to solicit any customers, sup[pliers, or potential customers
or FSC or Fairchild Korea during a period of twenty-four (24) consecutive months
after your employment terminates for any reason including the expiration of this
Letter Agreement.
D. J., I look forward to working with you. Please sign this Letter Agreement
below and retirn it to me as soon as possible.
Sincerely Yours,
Kirk Pond
President and Chief Executive Officer
Seen and Agreed To:
- -------------------------- ------------
Dr. Deok-Jung Kim Date
<PAGE> 1
Exhibit 10.49
April 23, 1999
Mr. Kyoung-Soo Kim
Samsung Electronics Co., Ltd.
Dear K.S.:
This letter is to confirm your position with Fairchild effective as of the
acquisition closing date of April 14, 1999. In light of the importance of the
Korean market to the Power Device Division's current sales and the high
potential for growth for all Fairchild product lines, your assignment will be
Regional Vice President of Sales and Marketing for the Korea Region within
Fairchild Semiconductor's Worldwide Sales and Marketing organization.
In consideration of the services you will render in the position described
above, you will be compensated with an annual base salary of 114,000,000 won per
year, which represents 70% of your total compensation at target. Your
compensation also includes a variable pay plan of 48,857,140 won , or 30% of
your total compensation at target. "Target" is defined as meeting your
established annual goals at the level indicated for an incentive payout at 100%
of your variable pay plan. If goals are not achieved, the incentive will be
proportionately less than target. If, however, goals are exceeded, the incentive
portion of your compensation will increase proportionately and may pay out at
levels as high as 200% of the target level.
For the balance of 1999, your incentive award will be based on the following
criteria:
25% of the incentive is based on the company's EBITDA performance
25% based on Fairchild's non-PDD revenue of $5M/quarter in Korea
50% based on world-wide PDD revenue of $110M/quarter
As an additional component of your compensation, I will recommend to the
Fairchild Board of Directors that you receive a stock option grant of 20,000
shares of Fairchild Semiconductor stock with an option price of $10.00 US per
share, dated as of the date the Board acts on this recommendation and subject to
the terms of the Fairchild Semiconductor Stock Option Plan. Also, as additional
incentive to help us grow the PDD revenue, I will recommend an additional 5,000
shares of stock be made available to you at an option price of $10.00 US if the
world-wide PDD revenue for 2HCY99 exceeds $240M. These recommendations and
future potential grants are subject to legal review by Korean counsel and
registration, if necessary, of the Fairchild Semiconductor Stock Option Plan
with the government of South Korea.
I expect you to remain eligible to participate in and take advantage of the
various fringe benefit plans in which you now participate and which are being
continued or replicated for
<PAGE> 2
Fairchild Korea. This includes such benefits as vacation time, pension benefits
and health coverage currently available to you in your current position.
K.S., I look forward to working with you to achieve our company vision as well
as your personal goals. Welcome to the Fairchild Worldwide Sales and Marketing
team. Please sign this letter below to signify your acceptance of this position
proposal, and return it to me as soon as possible.
Sincerely Yours,
Darrell Mayeux
Senior Vice President, World-wide Sales and Marketing
Fairchild Semiconductor Corporation
Seen and agreed to:
- -------------------------------- --------------
Kyoung-Soo Kim Date
<PAGE> 1
Exhibit 10.50
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT ("Sublease"), dated for reference purposes as
of April 23, 1999, is made by and between VERITAS SOFTWARE CORPORATION, a
Delaware corporation ("Sublandlord"), and FAIRCHILD SEMICONDUCTOR CORPORATION OF
CALIFORNIA, a Delaware corporation ("Subtenant").
R E C I T A L S
WHEREAS, Subtenant has agreed to sell fee title of certain real
property consisting of approximately 19.61 acres located at 350 Ellis Street in
the City of Mountain View, County of Santa Clara, State of California (the
"Land") together with certain improvements thereon consisting of an
approximately one hundred nineteen thousand (119,000) square foot building (and
certain leasehold improvements situated therein) (the "Main Building") and that
certain machine/equipment area located adjacent to the Main Building (the
"Equipment Area") in the approximate location shown on the site plan attached
hereto as Exhibit "A" (the Main Building and the Equipment Area (but not the
Subtenant Improvements described in Section 2(a) of this Sublease) are
collectively referred to herein as the "Premises" and the Land and the Premises
are collectively referred to as the "Property") to Sublandlord pursuant to that
certain Agreement of Purchase and Sale dated as of March 22, 1999 by and between
Subtenant and Lessor (the "Purchase Agreement").
WHEREAS, Sublandlord has agreed to (i) assign all of its rights and
benefits (but none of its liabilities or obligations as further set forth in
Section 11.1 of the Purchase Agreement) pursuant to the Purchase Agreement to
First Security Bank, National Association, not individually, but solely as Owner
Trustee under the VS Trust 1999-1 ("Lessor"), and, (ii) upon Lessor's purchase
of the Property, lease the Property from Lessor.
WHEREAS, Lessor, Sublandlord and Subtenant have agreed that certain
leasehold improvements located in and about the Main Building and Equipment Area
are to remain the property of the Subtenant (or Raytheon Company) following the
close of escrow under the Purchase Agreement, and not withstanding such sale
shall be Subtenant's (or Raytheon Company's) sole and exclusive property under
this Sublease for the duration hereof and thereafter as indicated, consisting of
the Subtenant Improvements, as defined in Section 2(a) of this Sublease.
WHEREAS, Subtenant desires to sublease the Premises from Sublandlord on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for all other
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties hereto, Sublandlord and Subtenant agree as follows:
1. Re-Affirmation and Incorporation of Recitals. Each of Sublandlord
and Subtenant acknowledges and agrees that the Recitals set forth above (a) are
true and correct in all respects
<PAGE> 2
Exhibit 10.48
and (b) are hereby incorporated herein by this references as if said Recitals
were set forth herein as representations and warranties of the Sublandlord and
Subtenant.
2. Demise of Premises. Sublandlord hereby subleases to Subtenant and
Subtenant hereby leases from Sublandlord the Premises and Subtenant Improvements
(as defined herein):
(a) Exclusive Use of Subtenant Improvements. Sublandlord and
Subtenant hereby acknowledge and agree that the Premises include certain
improvements owned by Subtenant or Raytheon Company, which shall remain
Subtenant's (or Raytheon Company's) sole and exclusive property during the term
of this Sublease and which shall be removed (except for the items identified in
subparagraphs (viii), (x) and (xvi) below) by Subtenant upon the expiration or
earlier termination of this Sublease in accordance with Section 32 of this
Sublease, and consisting of the following (the "Subtenant Improvements"),
situated on or under the Land in the areas designated as areas A through S,
inclusive, on the site plan attached hereto as Exhibit "B": (i) storage tanks on
a concrete pad, (ii) process wastewater treatment plant with tanks within cement
vault, (iii) electric boxes on concrete pad, (iii) incinerator on a concrete
pad, (iv) diesel tank and emergency electrical generator on concrete pad, (v)
concrete pads, (vi) concrete block chemical storage building, (vi) hazardous
waste tank in steel vault, (vii) two (2) metal buildings (it being understood
and agreed that Subtenant shall have the right to relocate the northwestern most
metal building in one of the areas designated as "I" on the aforementioned site
plan to a location within the dotted "Excluded Area" shown on Exhibit "A"
attached hereto), (viii) groundwater treatment system, (ix) cooling towers on
concrete pad, (x) soil vapor extraction system (fenced area), (xi) metal sheds,
(xii) refrigeration unit on concrete pad, (xiii) groundwater office trailer
(portable), (xiv) metal covers over concrete pads, (xv) PH meters for process
wastewater treatment plant, (xvi) electrical for soil vapor extraction system on
concrete pad, and (xvii) concrete block storage building. The parties hereto
acknowledge that a hydrogen tank is situated on the Developable Land (as defined
below) in the northwest corner of the Developable Land, which is also included
as part of the Subtenant Improvements. During the term of this Sublease,
Subtenant shall have access over the Developable Land to use, maintain and
repair, if necessary, the Subtenant's hydrogen tank and related piping. In
addition, Sublandlord's leasehold estate includes the rights of Lessor to that
certain Air Products pipeline containing gaseous nitrogen exists on or under the
Developable Land and during the term of this Sublease, Subtenant shall have the
exclusive right to use such pipeline and shall have access over the Developable
Land to use, maintain and repair, if necessary, the Air Products pipeline and
related piping. All of the foregoing rights of Subtenant shall be exercised at
Subtenant's sole cost and expense, and Subtenant shall indemnify, defend (with
counsel acceptable to Sublandlord) and hold Sublandlord and Sublandlord's Agents
and the Lenders and Lenders' Agents harmless from and against any and all
claims, damages, losses, causes of action, judgments, obligations and
liabilities, and all reasonable expenses incurred in investigating or resisting
the same (including, without limitation, reasonable attorneys fees and costs),
on account of or arising out of the Subtenant's use, ownership, maintenance,
repair, alteration or removal of any of the Subtenant Improvements (except for
the items identified in subparagraphs (viii), (x) and (xvi) above), the hydrogen
tank or the Air Products pipeline and related piping and improvements on or
following the Commencement Date of this Sublease. Subtenant's obligations under
the preceding sentence shall survive the expiration or earlier termination of
this Sublease.
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<PAGE> 3
(b) Exclusive Use of Excluded Area. Subject to the terms and
conditions set forth in Paragraph 3 below, Subtenant shall have the exclusive
right, during the term of this Sublease, to use that portion of the Land,
consisting of eleven and forty-nine hundredths (11.49) acres (the "Excluded
Area"), that is bounded by the dotted lines shown on Exhibit "A" and which is
referred to as the "Excluded Area" on such Exhibit "A". (The Main Building and
the Equipment Area are located within the Excluded Area). Subject to the terms
and conditions hereof, Subtenant shall have the right to use that portion of the
Excluded Area which does not have buildings, structures, improvements or other
property on it for parking, ingress and egress and other uses reasonably related
to Subtenant's business. The balance of the Land that is located outside of the
dotted lines shown on Exhibit "A" and which is not part of the Excluded Area,
consisting of eight and twelve one hundredths (8.12) acres, is referred to
herein as the "Developable Land." Subtenant shall have no rights to use or
occupy any portion of the Developable Land during the Term hereof without
Sublandlord's prior written approval in each instance, except as permitted under
Section 2(a) above.
(c) Acceptance of Premises and Subtenant Improvements.
Subtenant acknowledges that prior to the Commencement Date of this Sublease (as
defined below), Subtenant owned the Premises, the Land and certain of the
Subtenant Improvements. Subtenant is familiar with the condition of the
Premises, the Subtenant Improvements, the Land and the Subtenant Improvements
and, as of the Commencement Date of this Sublease, Subtenant accepts the
Premises, the Excluded Area and the Subtenant Improvements in their "as is"
condition. As of the Commencement Date, Subtenant shall be deemed to have
accepted the Premises, the Subtenant Improvements and the Excluded Area subject
to all applicable laws and other matters of public record governing the use of
the Premises, the Subtenant Improvements and the Excluded Area. Subtenant
acknowledges that neither Sublandlord nor Sublandlord's agents have made any
representation or warranty as to the suitability of the Premises, the Subtenant
Improvements or the Excluded Area for the conduct of Subtenant's business, the
condition of the Premises or the Subtenant Improvements, or the use or occupancy
which may be made thereof and Subtenant has independently investigated and is
satisfied that the Premises and the Excluded Area is and will be suitable for
Subtenant's intended use. Any agreements, warranties or representations not
expressly contained herein (or in the Exhibits attached hereto) shall in no way
bind either Sublandlord or Subtenant, and Sublandlord and Subtenant expressly
waive all claims for damages by reason of any statement, representation,
warranty, promise or agreement, if any, not contained in this Sublease (or in
the Exhibits attached hereto). This Sublease constitutes the entire
understanding between the parties hereto and no addition to, or modification of,
any term or provision of this Sublease shall be effective until set forth in a
writing signed by both Sublandlord and Subtenant.
(d) Lessor Inspection. Notwithstanding the other terms of this
Sublease, Lessor and any Lender shall have and retain the right to inspect any
portion of the Premises from time to time upon no less than twenty-four hours
prior written notice to Subtenant.
3. Excluded Area.
(a) Subtenant's Rights in Excluded Area. In addition to
Subtenant's lease of the Premises described above, during the Sublease Term,
Subtenant shall have the following rights
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with respect to the Excluded Area (exclusive of the Main Building) contained
within the dotted lines shown on Exhibit "A" attached hereto: (i) the exclusive
right to use all of the parking spaces within the Excluded Area; (ii) the
exclusive right to use the Excluded Area (exclusive of the Main Building for
ingress and egress, and (ii) such other rights as are reasonably necessary and
convenient to Subtenant's possession and use of the Premises and/or Subtenant
Improvements or performance of Subtenant's rights and obligations under this
Sublease (including, without limitation, the right to use the access roads,
sidewalks and landscaped areas and other facilities on the Excluded Area).
(b) Reserved Rights of Sublandlord.
(i) The provisions of Paragraph 2(b) to the contrary
notwithstanding, Sublandlord reserves unto itself (as owner of the Developable
Land for federal income tax purposes, as lessee of the Developable Land for
financial accounting purposes and as Lessor's Construction Agent), to Lessor (as
owner of the Developable Land) and to tenants of any building which may be
constructed on the Developable Land, and to the agents, employees, servants,
invitees, contractors, guests, employees, customers and representatives of such
tenants, the non-exclusive right to use an approximately twenty-four (24) foot
wide strip of land along the northern border of the Excluded Area (wide enough
to accommodate one lane of traffic in each direction), for pedestrian and
vehicular ingress and egress (but not parking) and access to and from the
Developable Land and Ellis Street.
(ii) During the Sublease Term, Sublandlord agrees not
to make any material changes in the size, shape, location, amount and extent of
the Excluded Area or materially or adversely impair use of or access to the Main
Building, Equipment Area or Subtenant Improvements.
(iii) Provided that Subtenant's use, occupancy and
enjoyment of the Premises, the Equipment Area and the Excluded Area or access to
the same is not unreasonably interfered with, Sublandlord shall have the right
to close, at reasonable times and upon reasonable prior notice (except in the
case of an emergency), all or any portion of the Excluded Area for the
prevention of a dedication thereof, or the accrual of rights of any person or
public therein.
(iv) Sublandlord further reserves, for itself, Lessor
and their respective agents, the right to:
(A) Retain and use in the event of an
emergency only (with immediate telephonic notice to Subtenant), one set of
passkeys to enter the Premises but no keys shall be required to be given to
Sublandlord to provide access to any areas reasonably reserved by Subtenant from
Sublandlord access based upon the proprietary nature of any work being performed
therein.
(B) Approve the weight, size, placement and
time and manner of movement within the Building of any safe, central filing
system or other heavy article of Subtenant's property; provided that such
approval shall not be unreasonably withheld for any such
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<PAGE> 5
article reasonably required for the operation of Subtenant's business in the
Premises. Subtenant shall move its property entirely at its own risk.
(C) Show the Premises to prospective
purchasers, subtenants, brokers, lenders, investors, rating agencies or others
at any reasonable time, provided that Sublandlord gives at least 24 hours prior
written notice to Subtenant, agrees to be escorted by an employee of Subtenant
and does not materially interfere with Subtenant's use of the Premises.
(D) To take any other reasonable action in
connection with the operation, maintenance, preservation and/or development of
the Property provided the same shall not interfere with Subtenant's rights under
this Sublease.
(c) Maintenance by Subtenant. During the Sublease Term,
Subtenant shall be responsible, at its sole cost, for maintaining the Excluded
Area (and Main Building, the Equipment Area and the Subtenant Improvements) in
such manner as is suitable to satisfy Subtenant's business needs.
(d) Parcelization of Land. Subtenant acknowledges and agrees
that, at any time following the Commencement Date of this Sublease, Sublandlord
shall have the right, in its sole and absolute discretion, subject to obtaining
any necessary governmental approvals required, to subdivide or parcelize the
Land into two or more separate, legal parcels (one of which shall consist of the
Excluded Area) so long as (i) Subtenant's use, occupancy, and enjoyment of the
Premises and the Subtenant Improvements, and (ii) its rights hereunder,
including, without limitation, its parking rights, are not materially
diminished.
4. Sublease Term.
(a) Sublease Term. The term of this Sublease ("Sublease Term")
shall be for the period commencing on the date on which escrow closes on the
acquisition of fee title to the Land (and the Premises) from Subtenant (the
"Commencement Date") and ending (unless sooner terminated in accordance with the
terms of this Sublease) on December 31, 2000.
(b) Early Termination. Subtenant shall have the right to
terminate or cancel this Sublease at any time prior to the expiration of the
Sublease Term provided Subtenant delivers to Sublandlord not less than twelve
(12) months' prior written notice of such termination. Based on the foregoing,
in no event shall the effective date of any early termination of this Sublease
pursuant to this Subparagraph 4(b) occur prior to the date twelve (12) months
following the Commencement Date of this Sublease. Upon the effective date of
such early termination of the Sublease, all rights and obligations of the
parties hereunder (excepting therefrom the rights and obligations that expressly
survive the termination of this Sublease including Subtenant's and Sublandlord's
(or Lessor's, as the case may be) obligations under Paragraph 32 below) shall
cease.
5. Rent.
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(a) Time of Payment. Subtenant shall pay to Sublandlord as
base rent for the Premises the sum specified in Subparagraph 5(b) below (the
"Monthly Installment") each month in advance on the first day of each calendar
month, without deduction or offset, except as expressly provided hereunder, and
without prior notice or demand, commencing on the Commencement Date (as defined
above) and continuing through the Sublease Term, together with such additional
rents as are payable by Subtenant to Sublandlord under the terms of this
Sublease. The Monthly Installment for any period during the Sublease Term which
is less than one (1) full month shall be a pro rata portion of the Monthly
Installment based upon a thirty (30) day month.
(b) Monthly Installment. The Monthly Installment of rent to be
paid each month by Subtenant to Sublandlord during the Sublease Term, subject to
adjustment as provided below, shall be equal to one-twelfth (1/12th) of an
amount that will yield Sublandlord an eight percent (8%) annual return on the
portion of the Purchase Price paid by Sublandlord that is allocable to the
Excluded Area and the improvements thereon. The acreage of the Excluded Area
shall be deemed to be 11.49 acres, and the acreage of the Land shall be deemed
to be 19.61 acres. The portion of the Purchase Price that is allocable to the
Excluded Area and the improvements thereon shall be determined by multiplying
$32,200,000 by a fraction, the numerator of which is the acreage included in the
Excluded Area (11.49 acres) and the denominator of which is the total acreage
included in the entire Land (19.61 acres). Thus, the Monthly Installment shall
be equal to $125,778.68 per month. Once the allocation of FAR Funds (as defined
in the Purchase Agreement) has been determined pursuant to Section 6.3(j) of the
Purchase Agreement, the Purchase Price used to calculate the Monthly
Installment, and thus the Monthly Installment, shall be adjusted accordingly.
(c) Additional Rent. All taxes, utilities, services, insurance
premiums, late charges, costs, expenses and other sums which Subtenant is
required to pay under this Sublease, and all reasonable damages, costs, and
attorneys' fees and expenses which Sublandlord may incur by reason of any
default of Subtenant or failure on Subtenant's part to comply with the terms of
this Sublease, shall be deemed to be additional rent ("Additional Rent") and
shall be paid, commencing on the Commencement Date, in addition to the Monthly
Installment of rent, and, in the event of nonpayment by Subtenant, Sublandlord
shall have all of the rights and remedies with respect thereto as Sublandlord
has for the nonpayment of the Monthly Installment of rent. Monthly Installments
of rent and Additional Rent are collectively referred to herein as "Rent".
(d) Place of Payment. Rent shall be payable in lawful money of
the United States of America to Sublandlord at 1600 Plymouth Street, Mountain
View, California 94043, Attn: ____________ or to such other person(s) or at such
other place(s) as Sublandlord may designate in writing. Upon designation of
another person to receive the Rent, all subsequent payments of Rent shall be
directed to such other person until such other person gives written notice to
direct such payments elsewhere.
(e) Late Payments. Any Monthly Installment of rent and
Additional Rent due under this Sublease that is not received by Sublandlord
within five (5) days after written notice that such sum is past due shall bear
interest at the Permitted Rate (as defined in Paragraph 31) from the date due
until fully paid. The payment of interest shall not cure any default by
Subtenant
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<PAGE> 7
under this Sublease. In addition, Subtenant acknowledges that the late payment
by Subtenant to Sublandlord of rent will cause Sublandlord to incur costs not
contemplated by this Sublease, the exact amount of which will be extremely
difficult and impracticable to ascertain. Those costs may include, but are not
limited to, administrative, processing and accounting charges, and late charges
which may be imposed on Sublandlord by the terms of any ground lease, mortgage
or trust deed covering the Premises. Accordingly, if any Monthly Installment of
rent and Additional Rent due from Subtenant shall not be received by Sublandlord
or Sublandlord's designee within five (5) days after written notice that such
sum is past due, then Subtenant shall pay to Sublandlord, in addition to the
interest provided above, a late charge in a sum equal to Two Hundred Fifty
Dollars ($250.00) for each delinquent payment. Acceptance of a late charge by
Sublandlord shall not constitute a waiver of Subtenant's default with respect to
the overdue amount, nor shall it prevent Sublandlord from exercising any of its
other rights and remedies.
(f) Holdover Rent. If Subtenant fails to vacate the Premises
or commence demolition of the Main Building and related improvements (the
removal of any asbestos and all other Hazardous Materials, if any, in the Main
Building shall constitute, among other things, demolition for purposes of this
paragraph) as set forth in more detail in Paragraphs 32(b)-(d) on or before the
earlier of January 1, 2001 or the date thirty (30) days after the effective date
of the earlier termination of this Sublease, as such earlier date may be
extended pursuant to the terms below, Subtenant shall pay to Sublandlord an
amount equal to two hundred percent (200%) of the daily Rent due under this
Sublease immediately prior to such date for each day that Subtenant fails to
vacate the Premises or commence demolition of the Main Building and related
improvements as set forth above. For the purposes of the immediately preceding
sentence, Subtenant shall be deemed to have commenced demolition of the Main
Building and related improvements or commenced removal of asbestos and all other
Hazardous Materials, if any, in the Main Building if Subtenant has undertaken
activity in such regards which evidences Subtenant's clear and good faith
intention to complete such demolition and remediation in an expeditious manner.
Sublandlord's acceptance of any payments pursuant to this Paragraph shall not
constitute a consent to Subtenant's holdover or result in any renewal of this
Sublease. The provisions set forth herein are in addition to and do not affect
Sublandlord's right of re-entry or any other rights of Sublandlord under this
Sublease or at law.
6. Use of Premises.
(a) Restrictions on Use. Subtenant shall use the Premises (and
the Subtenant Improvements) for research and development, manufacturing, general
office purposes, and any other legally permitted use, provided such use is in
conformance and compliance with all applicable governmental laws, regulations,
rules and ordinances including, without limitation, all applicable environmental
and zoning and land use laws, regulations, rules, and ordinances (collectively,
"Law" or "Laws"). Except as required under Section 32 hereof, Subtenant shall
not commit or suffer to be committed, any waste upon the Premises, the Subtenant
Improvements or the Excluded Area, or any nuisance, or allow the Premises, the
Subtenant Improvements or the Excluded Area to be used for any unlawful purpose
or any purpose not permitted by this Sublease. Subtenant, at its sole cost and
expense, shall procure, maintain and make available for Sublandlord's reasonable
inspection throughout the Lease Term, all governmental approvals,
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<PAGE> 8
licenses and permits required for the proper and lawful conduct of Subtenant's
permitted uses of the Premises.
(b) Suitability. Subtenant acknowledges that neither
Sublandlord nor any agent or employee of Sublandlord has made any representation
or warranty with respect to the Premises, the Subtenant Improvements or the
Excluded Area or with respect to the suitability of the same for the conduct of
Subtenant's business, nor has Sublandlord agreed to undertake any modification,
alteration or improvement to the Premises, except as provided in this Sublease.
Subtenant acknowledges that Sublandlord makes no representations regarding the
use of the Premises, the Subtenant Improvements or the Excluded Area by
Subtenant or that the uses permitted by Subparagraph 6(a) are allowed by
governmental or quasi-governmental agencies having jurisdiction or applicable
laws, statutes, ordinances, rules, regulations, orders or requirements now or
hereafter in effect.
7. Hazardous Materials. Subtenant and Subtenant's agents,
employees, contractors, assignees and subtenants may not use, place, store or
transport (collectively, "Use") Hazardous Material(s) (defined below) on or
about any portion of the Premises or Excluded Area or any other part of the Land
(or in connection with the use or operation of the Subtenant Improvements)
unless Subtenant complies with all applicable Laws with respect to the Use by
Subtenant, its agents, employees, contractors, assignees or subtenants of such
Hazardous Materials. Nothing herein shall be construed to allow Subtenant to
release or dispose of (collectively, "Release") Hazardous Materials in or about
any portion of the Premises or Excluded Area unless such Release is in
compliance with applicable Laws. Any Use of the Hazardous Materials beyond the
scope allowed in this Paragraph and any Release of Hazardous Materials shall be
subject to Sublandlord's and Lessor's prior written consent, which may be
withheld in Sublandlord's or Lessor's sole and absolute discretion, and shall
require an amendment to the Sublease in the event Sublandlord and Lessor do
consent which shall set forth the materials, scope of use, indemnification and
any other matter required by Sublandlord and Lessor in Sublandlord's and
Lessor's sole and absolute discretion. Subtenant shall indemnify, defend and
hold Sublandlord and Sublandlord's agents harmless from and against any and all
claims, losses, damages, liabilities, or expenses arising in connection with the
Use or Release of Hazardous Materials on or following the Commencement Date of
this Sublease in violation of Law by Subtenant, Subtenant's agents, employees,
contractors, assignees or subtenants using the Premises or Excluded Area.
Subtenant's obligation to defend, hold harmless and indemnify pursuant to this
Paragraph 7 shall survive the expiration or earlier termination of this
Sublease.
The foregoing indemnity shall not apply to, and Subtenant shall not be
responsible hereunder for, the presence of Hazardous Materials on, under, or
about the Premises or Excluded Area to the extent caused by Sublandlord, its
agents, employees, contractors, assignees or subtenants (other than Subtenant);
provided that Sublandlord hereby acknowledges and agrees that the foregoing
indemnity is intended to supplement that certain Indemnity Agreement between
Subtenant and Sublandlord in the form of Exhibit C to the Purchase Agreement
(the "Indemnity Agreement"), and to the extent the foregoing indemnity
contradicts Subtenant's obligations under the Indemnity Agreement, the Indemnity
Agreement shall prevail. The parties hereto agree and
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<PAGE> 9
acknowledge that all of Subtenant's indemnity obligations set forth in this
Sublease are supplemental to Subtenant's indemnity obligations set forth in the
Indemnity Agreement.
Sublandlord shall have the right, upon reasonable advance notice to
Subtenant, to inspect, investigate, sample and/or monitor the Premises and
Excluded Area, including any soil, water, groundwater, or other sampling, to the
extent reasonably necessary to determine whether Subtenant is complying with the
terms of this Sublease with respect to Hazardous Materials. In connection
therewith, Subtenant shall provide Sublandlord with reasonable access to all
portions of the Premises, the Subtenant Improvements and the Excluded Area
(subject to reasonable security measures imposed by Subtenant); provided,
however, that Sublandlord shall avoid any unreasonable interference with the
operation of Subtenant's business on or in the Premises or the Excluded Area.
All costs reasonably incurred by Sublandlord in performing such inspections,
investigation, sampling and/or monitoring shall be reimbursed by Subtenant to
Sublandlord as Additional Rent within thirty (30) days after Sublandlord's
demand for payment if it is determined that Hazardous Materials have been Used
by Subtenant or Subtenant's Agents on or after the Commencement Date of this
Sublease in violation of Laws or a Release of Hazardous Materials in violation
of Laws has occurred on, in or under the Premises or the Excluded Area, or any
portion thereof.
Notwithstanding anything to the contrary contained in this Sublease,
Sublandlord and Subtenant acknowledges that (i) the Environmental Protection
Agency is currently overseeing cleanup measures that are being conducted at the
Land and at surrounding parcels of real property, (ii) the Land is part of a
regional Superfund site known as the Middlefield-Ellis-Whitman (MEW) site, (iii)
Raytheon, a former owner of the Land, is under a Consent Decree that provides
that Raytheon will perform groundwater and soil remediation for the property it
occupied and operated within the MEW area, (iv) in 1987, a soil-bentonite,
subsurface, slurry wall was installed by Raytheon around the perimeter of the
Land enclosing the soil and water bearing zones as part of the remedial measures
conducted by Raytheon, (v) a groundwater extraction and treatment system was
installed in 1987 on the Land and, as a long term remedial measure, groundwater
is extracted from several wells located both within the boundaries of the Land
and from adjacent property, (vi) a soil vapor extraction system (covering
approximately a surface area of four acres and going to a depth of approximately
15 to 18 feet) was installed by Raytheon in 1996 to remediate the contaminated
soils in the Land and Raytheon has petitioned and obtained approval from the
Environmental Protection Agency for closure for part of the soil vapor remedial
system, and (vii) the groundwater and soil treatment facilities referred to
above are maintained by Raytheon and Raytheon has provided an indemnification to
Subtenant to protect it from clean up or other liability related to
contamination existing prior to the date Subtenant acquired title to the Land
and the improvements then located thereon.
As used in this Sublease, the term "Hazardous Materials" means any
chemical, substance, waste or material which has been or is hereafter determined
by any federal, state or local governmental authority to be capable of posing
risk of injury to health or safety, including without limitation, those
substances included within the definitions of "hazardous substances," "hazardous
materials," "toxic substances," or "solid waste" under the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, the Resource
Conservation and Recovery
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Act of 1976, and the Hazardous Materials Transportation Act, as amended, and in
the regulations promulgated pursuant to said laws; those substances defined as
"hazardous wastes" in section 25117 of the California Health & Safety Code, or
as "hazardous substances" in section 25316 of the California Health & Safety
Code, as amended, and in the regulations promulgated pursuant to said laws;
those substances listed in the United States Department of Transportation Table
(49 CFR 172.101 and amendments thereto) or designated by the Environmental
Protection Agency (or any successor agency) as hazardous substances (see, e.g.,
40 CFR Part 302 and amendments thereto); such other substances, materials and
wastes which are or become regulated or become classified as hazardous or toxic
under any Laws, including without limitation the California Health & Safety
Code, Division 20, and Title 26 of the California Code of Regulations; and any
material, waste or substance which is (i) petroleum, (ii) asbestos, (iii)
polychlorinated biphenyls, (iv) designated as a "hazardous substance" pursuant
to section 311 of the Clean Water Act of 1977, 33 U.S.C. sections 1251 et seq.
(33 U.S.C. Section 1321) or listed pursuant to section 307 of the Clean Water
Act of 1977 (33 U.S.C. Section 1317), as amended; (v) flammable explosives; (vi)
radioactive materials; or (vii) radon gas.
8. Taxes and Assessments.
(a) Subtenant's Property. Subtenant shall pay before
delinquency any and all taxes and assessments, license fees and public charges
levied, assessed or imposed upon or against Subtenant's trade fixtures,
equipment, furnishings, furniture, inventory, appliances and other personal
property installed or located on or within the Premises or Excluded Area,
including, without limitation, the Subtenant Improvements (except for the
Subtenant Improvements described in subparagraphs (viii), (x) and (xvi) of
Section 2(a) above) to the extent any such improvements are separately assessed
(collectively, the "personal property"). Subtenant shall use its commercially
reasonable efforts to cause said personal property to be assessed and billed
separately from the real property of Sublandlord. If any of Subtenant's said
personal property shall be assessed with Sublandlord's real property, Subtenant
shall pay Sublandlord, as Additional Rent, the taxes attributable to Subtenant's
personal property within thirty (30) days after receipt of a written statement
from Sublandlord setting forth the taxes applicable to Subtenant's property.
Subtenant shall comply with the provisions of any law, ordinance, rule or
regulation of taxing authorities which require Subtenant to file a report of
Subtenant's personal property located on or within the Premises or the Excluded
Area.
(b) Definition of Taxes. The term "Taxes" as used in this
Sublease shall collectively mean (to the extent any of the following are not
paid by Subtenant pursuant to Paragraphs 8(a) above, all real estate taxes and
general and special assessments (including, but not limited to, assessments for
public improvements or benefit); taxes based on vehicles utilizing parking areas
on the Excluded Area; environmental surcharges; gross rental receipts taxes;
water and sewer taxes, levies, assessments and other charges in the nature of
real property taxes or assessments (including, but not limited to, assessments
for public improvements or benefit); and all other governmental,
quasi-governmental or special district impositions of any kind and nature
whatsoever; regardless of whether any of the foregoing are now customary or
within the contemplation of the parties hereto and regardless of whether
resulting from increased rate and/or valuation, or whether extraordinary or
ordinary, general or special, unforeseen or foreseen, or
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similar or dissimilar to any of the foregoing and which during the Sublease Term
are laid, levied, assessed or imposed upon or which become a lien upon or
chargeable against the Premises and/or the Excluded Area under or by virtue of
any present or future laws, statutes, ordinances, regulations, or other
requirements of any governmental, quasi-governmental or special district
authority whatsoever, excluding net income, succession, transfer, gift,
franchise, estate or inheritance taxes. The term "environmental surcharges"
shall include any and all expenses, taxes, charges or penalties imposed by the
Federal Department of Energy, Federal Environmental Protection Agency, the
Federal Clean Air Act, or any regulations promulgated thereunder, or imposed by
any other local, state or federal governmental agency or entity now or hereafter
vested with the power to impose taxes, assessments or other types of surcharges
as a means of controlling or abating environmental pollution or the use of
energy or any natural resource in regard to the use, operation or occupancy of
the Premises and/or the Excluded Area. The term "Taxes" shall include (to the
extent the same are not paid by Subtenant pursuant to Paragraph 8(a)), without
limitation, all taxes, assessments, levies, fees, impositions or charges levied,
imposed, assessed, measured, or based in any manner whatsoever upon or with
respect to the use, possession, occupancy, leasing, operation or management of
the Premises and/or the Excluded Area or in lieu of or equivalent to any Taxes
set forth in this Paragraph 8(b). In the event any such Taxes are payable by
Sublandlord as lessee of the Property and it shall not be lawful for Subtenant
to reimburse Sublandlord for such Taxes, then the Rentals payable hereunder
shall be increased to net Sublandlord the same net Rental after imposition of
any such Tax upon Sublandlord as would have been payable to Sublandlord prior to
the imposition of any such Tax.
(c) Taxes as Operating Expense. All Taxes which are levied or
assessed or which become a lien upon the Premises and/or the Excluded Area or
which become due or accrue during the Sublease Term shall be an Operating
Expense, and Subtenant shall pay as Additional Rent each month during the
Sublease Term, commencing on the Commencement Date, 1/12th of such Taxes, based
on Sublandlord's estimate thereof, pursuant to Paragraph 11 below. Taxes during
any partial tax fiscal year(s) within the Sublease Term shall be prorated
according to the ratio which the number of days during the Sublease Term or of
actual occupancy of the Premises by Subtenant, whichever is greater, during such
year bears to 365. In calculating Subtenant's share of Taxes to be paid under
this Sublease, during the period of the Sublease Term that the Excluded Area is
not a separate, legal parcel, the Taxes allocable to the Excluded Area shall be
based on the ratio that the acreage included within the Excluded Area bears to
the total acreage included within that portion of the Land (plus the assessed
value of any improvements and building located thereon) that is covered by the
tax bill covering the Excluded Area. Notwithstanding the foregoing, in no event
shall Subtenant's Share of Taxes include taxes assessed on any new improvements
constructed on the Developable Land.
9. Indemnity; Insurance.
(a) Indemnity. Subtenant agrees to indemnify, protect, defend
(with counsel selected by Subtenant and reasonably acceptable to Sublandlord)
and hold harmless Sublandlord, each Lender and their respective Agents (except
to the extent arising from the active negligence or willful misconduct of, or
breach of this Sublease by, Sublandlord, such Lender or their respective Agents)
against any and all claims, damages, losses, causes of action, judgments,
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obligations and liabilities, and all reasonable expenses incurred in
investigating or resisting the same (including, without limitation, reasonable
attorneys' fees and costs), on account of, or arising out of (i) the operation,
use, or occupancy of the Premises and Excluded Area (and any and all of the
Subtenant Improvements except for the items set forth in subparagraphs (viii),
(x) and (xvi) of Paragraph 2(a)), or any part thereof, by Subtenant and/or its
Agents during the term of this Sublease, (ii) any occurrence in, on or about the
Premises and/or the Excluded Area during the term of this Sublease, or (iii) any
occurrence in, on or about the Premises or Excluded Area or Land, to the extent
caused by or contributed to by Subtenant and/or its Agents during the term of
this Sublease. The obligations of Subtenant under this Paragraph 9(a) shall
survive the expiration or earlier termination of this Sublease.
(b) Insurance by Sublandlord. Sublandlord shall, during the
Sublease Term, procure and keep in force the following insurance, the cost of
which shall be an Operating Expense, payable by Subtenant pursuant to Paragraph
11 below:
(i) Liability Insurance. Commercial general liability
or comprehensive general liability insurance against any and all claims for
personal injury, death or property damage occurring in or about the Premises or
the Excluded Area in an initial amount of $2,000,000 per occurrence and
$2,000,000 in the aggregate with umbrella coverage of at least $5,000,000 per
occurrence and in the aggregate. Such insurance shall have such increased limits
of coverage as Sublandlord or Lessor may from time to time determine are
reasonably necessary for its protection, provided that in no event shall such
increased coverage exceed the coverage which is customary for similar buildings
in the South Bay area.
(c) Insurance by Subtenant. Subtenant shall, during the
Sublease Term, at Subtenant's sole cost and expense, procure and keep in force
the insurance set forth in Paragraphs 9(c)(i), 9(c)(ii), 9(c)(iii) and 9(c)(iv)
below. All insurance that Subtenant is required to procure and maintain shall
provide that it may not be cancelled or materially modified without thirty (30)
days prior written notice to Sublandlord and Lessor.
(i) Liability Insurance. Commercial general liability
or comprehensive general liability insurance and naming Subtenant as insured and
Sublandlord and each Lender as additional insured, against any and all claims
for personal injury, death or property damage occurring in or about the Premises
or the Excluded Area, or arising out of Subtenant's or Subtenant's Agents' use
of the Excluded Area, use or occupancy of the Premises or Excluded Area or
Subtenant's operations on the Premises and Excluded Area. Such insurance shall
have a combined single limit of not less than $2,000,000 per occurrence and
$5,000,000 in the aggregate. Such insurance shall contain a cross-liability
(severability of interests) clause and an extended ("broad form") liability
endorsement, including blanket contractual coverage and motor vehicle liability
coverage. Such insurance shall name Lessor and Sublandlord as additional
insureds. Such liability insurance shall be primary and not contributing to any
insurance available to Lessor, Sublandlord or each Lender, and Lessor's,
Sublandlord's and each Lender's insurance (if any) shall be in excess thereto.
Such insurance shall specifically insure Subtenant's performance of the
indemnity, defense and hold harmless agreements contained in Paragraph 9(a),
although Subtenant's obligations pursuant to Paragraph 9(a) shall not be limited
to the amount of any insurance required of or carried by Subtenant under this
Paragraph 9(c)(i). Subtenant shall be
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<PAGE> 13
responsible for insuring that the amount of insurance maintained by Subtenant is
sufficient for Subtenant's purposes. Such liability insurance shall be primary
and non-contributing to any insurance available to Lessor and Sublandlord, but
only as respects Subtenant's negligence for bodily injury or property damage
arising out of their business operations.
(ii) Business Interruption Insurance. Business
interruption insurance naming Sublandlord, Lessor and each Lender as additional
insureds in an amount sufficient to cover twelve (12) months of Subtenant's Rent
obligation under this Sublease.
(iii) Property Insurance. "All risk" property
insurance, providing protection against those perils included within the
classification of "all risk" insurance, on the Premises and Excluded Area,
including any improvements or fixtures constructed or installed on the Premises
and Excluded Area by Sublandlord or Lessor.
(iv) Other. Such other insurance as required by law,
including, without limitation, workers' compensation insurance.
(v) Optional Insurance. Subtenant may, but shall not
be obligated to, during the Sublease Term, at Subtenant's sole cost and expense,
procure and keep in force the following insurance:
(A) Personal Property Insurance. "All risk"
property insurance, providing protection against those perils included within
the classification of "all risk" insurance, on all leasehold improvements and
Subtenant installed in the Premises or on the Excluded Area by Subtenant at its
expense (if any), and on all equipment, trade fixtures, inventory, fixtures and
personal property located on or in the Premises or the Excluded Area, including
improvements or fixtures hereinafter constructed or installed on the Premises or
the Excluded Area. Sublandlord shall have no interest in nor any right to the
proceeds of any insurance procured by Subtenant pursuant to this Subparagraph
9(c)(v)(A). Subtenant acknowledges and agrees that Sublandlord shall not be
obligated under this Sublease to maintain all risk or property insurance
covering the leasehold improvements or any equipment, trade fixtures, inventory,
fixtures or personal property referred to in this Subparagraph 9(c)(v)(A). If
Sublandlord elects to so obtain insurance covering Subtenant's obligations under
this Subparagraph 9(c)(v)(A), the cost of such insurance shall not be an
Operating Expense and Subtenant shall be liable for the cost of any deductible
amount relating to such insurance.
(d) Failure by Subtenant to Obtain Insurance. If Subtenant
does not take out the insurance required pursuant to Paragraph 9(c)(i),
9(c)(ii), 9(c)(iii) or 9(c)(iv) or keep the same in full force and effect,
without prior notice to Subtenant, Sublandlord may, but shall not be obligated
to, take out the necessary insurance and pay the premium therefor, and Subtenant
shall repay to Sublandlord, as Additional Rent, the amount so paid promptly upon
demand. In addition, Sublandlord may recover from Subtenant and Subtenant agrees
to pay, as Additional Rent, any and all reasonable expenses (including
reasonable deductibles and attorneys' fees) and damages which Sublandlord may
sustain by reason of the failure of Subtenant to obtain and maintain such
insurance, it being expressly declared that the expenses and damages of
Sublandlord shall not be limited to the amount of the premiums thereon.
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<PAGE> 14
(e) Claims by Subtenant. Except to the extent arising out of
the active negligence or willful misconduct of Lessor, any Lender or Sublandlord
or any of their respective Agents, neither Lessor, any Lender nor Sublandlord
shall be liable to Subtenant, and Subtenant waives all claims against Lessor,
each Lender and Sublandlord, for injury or death to any person, damage to any
property, or loss of use of any property in the Premises or the Excluded Area by
and from all causes, including without limitation, any defect in the Premises or
the Excluded Area and/or any damage or injury resulting from fire, steam,
electricity, gas, water or rain, which may leak or flow from or into any part of
the Premises or the Excluded Area, or from breakage, leakage, obstruction or
other defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, whether the damage or injury results from
conditions arising upon the Premises or the Excluded Area or from other sources.
The preceding to the contrary notwithstanding, under no circumstances shall
Lessor, any Lender or Sublandlord be liable to Subtenant for any claim by
Subtenant of lost profits, loss of income or loss of business.
(f) Mutual Waiver of Subrogation. Sublandlord hereby releases
Subtenant, and Subtenant hereby releases Sublandlord (and, to the extent Lessor
carries any insurance on the Property or any furnishings, fixtures, equipment,
inventory or other property in, on or about the Premises, Sublandlord shall use
its reasonable best efforts to cause Lessor to release Subtenant), and their
respective officers, agents, employees and servants, from any and all claims or
demands of damages, loss, expense or injury to the Premises or the Excluded Area
(or the Land), or to the furnishings, fixtures, equipment, inventory or other
property of either Sublandlord or Subtenant in, about or upon the Premises or
the Excluded Area (or the Land) (collectively, a "Claim"), which is caused by or
results from perils, events or happenings which are the subject of insurance
carried by the respective parties pursuant to this Paragraph 9 or otherwise and
in force at the time of any such loss, whether due to the negligence of the
other party or its agents and regardless of cause or origin; provided, however,
that such waiver shall be effective only to the extent permitted by the
insurance covering such loss, to the extent such insurance is not prejudiced
thereby, to the extent insured against and to the extent each such Claim is
fully satisfied by proceeds from such insurance. In the event of a Claim
concerning Subtenant's Use or Release of Hazardous Materials in, on or about the
Premises, the Excluded Area or the Land, Subtenant shall use any proceeds from
insurance received by Subtenant in connection with such Claim to remove and/or
remediate the Hazardous Materials.
10. Utilities. Subtenant shall pay during the Sublease Term and
prior to delinquency all charges for water, gas, light, heat, power,
electricity, telephone or other communication service, janitorial service, trash
pick-up, sewer and all other services supplied to Subtenant or consumed by
Subtenant or any of Subtenant's agents, contractors or invitees on the Premises
or the Excluded Area (collectively, the "Services") and all taxes, levies, fees
or surcharges therefor. Subtenant shall arrange for Services to be supplied to
the Premises and the Excluded Area and shall contract for all of the Services in
Subtenant's name prior to the Commencement Date. In the event that any of the
Services cannot be separately billed or metered to the Premises or the Excluded
Area, or if any of the Services are not separately metered as of the
Commencement Date, the cost of such Services shall be an Operating Expense and
Subtenant shall pay such cost to Sublandlord, as Additional Rent, as provided in
Paragraph 11 below.
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<PAGE> 15
11. Operating Expenses.
(a) Definition. "Operating Expense" or "Operating Expenses,"
as used in this Sublease, shall mean and include all items identified in other
paragraphs of this Sublease as an Operating Expense and the reasonable and
necessary cost paid or incurred by Sublandlord for the operation, maintenance,
and repair of the Premises and Excluded Area, which costs shall include, without
limitation: the cost of any necessary Services and utilities supplied to the
Premises and Excluded Area (to the extent the same are not separately incurred
by, or charged or metered to, Subtenant). Sublandlord and Subtenant acknowledge
that, during the Sublease Term, the Premises and Excluded Area will be managed,
maintained and operated by Subtenant, at Subtenant's cost, in a continuation of
its present operations. Consequently, other than those costs or expenses that
are expressly identified in this Sublease as an Operating Expense, neither
Sublandlord nor Subtenant contemplate any other expenses incurred or to be
incurred by Sublandlord to be passed through to Subtenant under this Sublease as
an Operating Expense or otherwise. Because Subtenant is responsible, pursuant to
the terms of Paragraph 12(b) of this Sublease, for repair and maintenance of the
Premises (and the interior improvements located therein) and all buildings,
structures and improvements located on the Excluded Area, Sublandlord should not
be incurring any repair or maintenance expenses with respect to the same (and
Sublandlord shall not be incurring any Operating Expenses to be passed through
to Subtenant with respect to the same except to the extent that Sublandlord is
reasonably likely to be exposed to criminal or civil liability for any failure
by Subtenant to perform any maintenance or repairs as determined in
Sublandlord's reasonable discretion, in which case Sublandlord may perform such
repairs or maintenance following five (5) days advance written notice to
Subtenant if such repairs or maintenance have not been performed within such
5-day period). If any Operating Expenses incurred by Sublandlord are incurred
with respect to the entire Land (and not just the Excluded Area), then
Subtenant's share of such Operating Expenses shall be in the ratio that the
acreage included within the Excluded Area bears to the acreage included within
the entire Land; provided, however, if the Premises, the Subtenant Improvements
and other buildings, structures or improvements located on the Excluded Area are
separately assessed from any other buildings, structures or improvements
situated on the Land, then Subtenant shall be obligated to pay one hundred
percent (100%) of all Taxes levied or assessed with respect to the Premises and
other buildings, structures or improvements located on the Excluded Area and
which become due or accrue during the term of this Sublease. If Sublandlord
subdivides or parcelizes the Land into two or more legal parcels (one of which
is the Excluded Area), and the Excluded Area and the buildings, structures and
improvements situated thereon are assessed separately from the balance of the
Land and the buildings, structures or improvements situated on such balance of
the Land, then Subtenant shall pay, as an Operating Expense, one hundred percent
(100%) of all necessary Operating Expenses incurred by Sublandlord in connection
with the Premises and the buildings, structures and other improvements located
on the Excluded Area and the Excluded Area (including, without limitation, Taxes
levied or assessed with respect to or against the Excluded Area and Taxes
allocable to the Premises, Subtenant Improvements and all leasehold
improvements, constructed or installed therein) and the buildings, structures,
and other improvements located on the Excluded Area.
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<PAGE> 16
Notwithstanding anything to the contrary contained in this
Sublease, within one hundred eighty (180) days after receipt by Subtenant of
Sublandlord's statement of Operating Expenses prepared pursuant to Paragraph
10(a) hereof for any prior annual period during the Sublease Term, Subtenant or
its authorized representative shall have the right to inspect the books of
Sublandlord during the business hours of Sublandlord at Sublandlord's office or,
at Sublandlord's option, such other location as Sublandlord reasonably may
specify, for the purpose of verifying the information contained in the
statement. Unless Subtenant asserts specific errors within one hundred eighty
(180) days after receipt of the statement, the statement shall be deemed correct
as between Sublandlord and Subtenant, except as to individual components
subsequently determined within one (1) year to be in error by future audit.
(b) Payment of Operating Expenses by Subtenant. Prior to the
Commencement Date, and annually thereafter, Sublandlord shall deliver to
Subtenant an estimate of necessary Operating Expenses incurred by Sublandlord
(and not otherwise incurred by Subtenant) for the succeeding year. Subtenant's
payment of Operating Expenses shall be based upon Sublandlord's estimate of
Operating Expenses and shall be payable in equal monthly installments in advance
on the first day of each calendar month commencing on the Commencement Date and
continuing throughout the Sublease Term.
(c) Exclusions From Operating Expenses. Notwithstanding
anything to the contrary contained in this Sublease, in no event shall Subtenant
have any obligation to perform, to pay directly, or to reimburse Sublandlord
for, all or any portion of the following costs and expenses (collectively,
"Costs"): (i) the cost of any work performed (such as preparing a tenant's space
for occupancy, for renovating an existing tenant's premises, including painting
and decorating) or services provided (such as separately metered electricity)
for any tenant (including Subtenant) at such tenant's cost or provided by
Sublandlord without charge; (ii) the expenses and salaries of Sublandlord's
officers, partners, agents and employees or any general corporate overhead and
administrative expense of Sublandlord; (iii) the cost of any items for which
Sublandlord is actually reimbursed by insurance proceeds, condemnation awards,
or another tenant or occupant of another building located on the Land; (iv) any
advertising or promotional expenses; (v) any costs representing an amount paid
to a related or affiliated person of Sublandlord which is in excess of the
amount which would have been paid in the absence of such relationship; (vi) any
expenses for repairs or maintenance unless permitted under Paragraph 11(a)
hereof or unless otherwise agreed to in writing by Subtenant or which are
actually reimbursed through warranties or guaranties (excluding any mandatory
deductibles); (vii) any electric power or other utility costs or expenses for
which Subtenant directly contracts with the local public service company; (viii)
any costs, including without limitation, attorneys' fees associated with the
operation of the business of the entity which constitutes Sublandlord, including
accounting and legal matters, costs of selling, syndicating, financing,
mortgaging or hypothecating any of Sublandlord's interest in the Premises or the
Land or any part thereof, costs of any dispute between Sublandlord and its
employees, disputes of Sublandlord with project management or personnel or
outside fees paid in connection with disputes with other tenants; (ix) the cost
of any work or services performed for any tenant (including Subtenant) at such
tenant's cost; (x) any reserves of any kind, including without limitation,
replacement reserves or reserves for bad debts or lost rent; (xi) depreciation
of the Premises or any improvements, buildings or structures on the
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<PAGE> 17
Land; (xii) cost of repairs, replacements or other work occasioned by the
exercise by governmental authorities of the right of eminent domain; (xiii) the
cost of repairs arising out of the gross negligence or willful misconduct of
Sublandlord or any of its agents, employees or contractors; (xiv) any management
fees, costs, or expenses incurred by Sublandlord; (xv) costs of selling,
syndicating, financing, mortgaging or hypothecating any of Lessor's interest in
the Premises or any other buildings, structures or improvements on the Land; and
(xvi) costs incurred for the investigation and remediation of a Release of
Hazardous Materials occurring prior to the Commencement Date.
(d) Inspection of Records. Sublandlord agrees that any
Operating Expense statements submitted by Sublandlord shall be reasonably
detailed and certified as true and correct by Sublandlord. Sublandlord further
agrees to make available its books and records relating to Operating Expenses
for Subtenant's audit, upon reasonable notice, at Sublandlord's office. If such
audit discloses any errors, appropriate adjustments shall be made, and if such
errors are in excess of five percent (5%) of the amount charged to Subtenant,
Sublandlord shall pay for the reasonable costs of such audit within thirty (30)
days of demand.
(e) Betterments. With respect to betterments or other
extraordinary or special assessments that may be included in the definition of
Taxes, Subtenant's obligations shall apply only to the extent such assessments
are payable during and in respect of the Sublease Term if paid over the longest
period permitted by law.
(f) Right to Contest. Subtenant at its cost shall have the
right, at any time, to seek a reduction in the assessed valuation of the
Premises, or other improvements located on the Excluded Area, and/or the
Excluded Area, or to contest any Taxes that are to be paid by Subtenant. If
Subtenant seeks a reduction or contests the Taxes, Subtenant shall continue to
pay its share of any such Taxes during such proceedings.
Sublandlord shall not be required to join in any proceedings
or contest brought by the Subtenant unless the provisions of any law require
that the proceeding or contest be brought by or in the name of Sublandlord or
any owner of the premises. In that case Sublandlord shall join in the proceeding
or contest or permit it to be brought in Sublandlord's name as long as
Sublandlord is not required to bear any cost. Subtenant, on final determination
of the proceeding or contest, shall immediately pay or discharge all costs,
charges, interest, and penalties incidental to the decision or judgment.
12. Repairs and Maintenance.
(a) [Intentionally Omitted]
(b) Subtenant's Repairs. Subtenant shall, at its sole cost, be
responsible for the repair and maintenance of the Premises (and the interior
improvements located therein) and all buildings, structures and improvements
located on the Excluded Area. Subtenant shall not allow the Premises or the
other buildings, structures or improvements located on the Excluded Area to fall
into such disrepair as to constitute a health or safety risk. Subtenant's
obligation shall extend to all alterations, additions and improvements to the
Premises, and all fixtures and appurtenances
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<PAGE> 18
therein and thereto. Sublandlord acknowledges that it is the responsibility of
Subtenant (subject to the provisions of Paragraph 32 below) to demolish the
Premises and the other buildings, structures and improvements located on the
Excluded Area at or following the expiration of the Sublease Term and,
therefore, Sublandlord shall not require Subtenant to maintain the Premises or
other buildings, structures or improvements located on the Excluded Area in good
condition or repair during the Sublease Term, except to the extent (1)
Sublandlord reasonably determines any maintenance to be necessary to avoid
criminal or civil liability for any failure by Subtenant to maintain or repair
the Premises or any improvements thereto, in which case Subtenant shall be
obligated to take all actions reasonably required by Landlord to address such
potential liability arising therefrom or (2) Subtenant's failure to maintain or
repair the Premises exacerbates any environmental condition or contamination in,
on or about the Premises or the Excluded Property.
Should Subtenant fail to keep the Premises or any other
buildings, structures or improvements located on the Excluded Area in safe
condition within fifteen (15) days after notice from Sublandlord or should
Subtenant fail thereafter to diligently perform its obligations under this
Paragraph 12(b), Sublandlord, in addition to all other remedies available
hereunder or by law and without waiving any alternative remedies, may take such
reasonable steps as to make the Premises or other buildings, structures or
improvements on the Excluded Area safe, and in that event, Subtenant shall
reimburse Sublandlord as Additional Rent for the reasonable costs so incurred by
Sublandlord within fifteen (15) days of written demand by Sublandlord.
Sublandlord shall have no maintenance or repair obligations
whatsoever with respect to the Premises or any buildings, structures or
improvements located thereon. Subtenant hereby expressly waives the provisions
of Subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of
California and all rights to make repairs at the expense of Sublandlord as
provided in Section 1942 of said Civil Code.
13. Alterations.
(a) Limitations. Subtenant shall not make, or suffer to be
made, any structural alterations, improvements or additions in, on, about or to
the Premises or any other buildings, structure or improvements located on the
Excluded Area, or any part thereof, without the prior consent of Sublandlord
(which consent shall not be unreasonably withheld, conditioned or delayed as
long as Subtenant provides Sublandlord with additional rent in an amount equal
to the additional costs of demolition and removal associated with such
improvements valued in excess of Ten Thousand Dollars ($10,000)) and without a
valid building permit issued by the appropriate governmental authority.
Sublandlord's consent shall not be required for interior non-structural
alterations within the Premises or any other buildings, structures or
improvements located on the Excluded Area as long as subtenant provides
Sublandlord with additional rent in an amount equal to the additional cost of
demolition and removal associated with such improvements valued in excess of Ten
Thousand Dollars ($10,000). Subtenant shall give written notice to Sublandlord
five (5) business days prior to employing any laborer or contractor to perform
services related to, or receiving materials for use upon the Premises or any
other buildings, structures or improvements located on the Excluded Area, and
prior to the commencement of any work of improvement on the Premises or any
other buildings, structures or improvements located on the
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<PAGE> 19
Excluded Area. All alterations or improvements made to the Premises by Subtenant
shall be made in accordance with applicable Laws and in a workmanlike manner.
At the time Subtenant requests Sublandlord's consent to any
structural alterations or improvements, Sublandlord shall notify Subtenant in
writing whether Sublandlord will require Subtenant, at Subtenant's expense, to
remove any such structural alterations or improvements and restore the Premises
or other improvements located on the Excluded Area to their prior condition at
the expiration or earlier termination of this Sublease. All non-structural
alteration or improvements made by Subtenant to the Premises or other
improvements located on the Excluded Area during the Sublease Term, including,
without limitation, movable furniture and trade fixtures not affixed to the
Premises or other improvements located on the Excluded Area, shall be removed
from the Excluded Area by Subtenant, at Subtenant's sole cost and expense, upon
the expiration or earlier termination of the Sublease.
14. Default.
(a) Events of Default. A breach of this Sublease by Subtenant
shall exist if any of the following events (hereinafter referred to as "Event of
Default") shall occur:
(i) Default in the payment when due of any Monthly
Installment of rent, Additional Rent or other payment required to be made by
Subtenant hereunder, where such default shall not have been cured within ten
(10) days after written notice of its default is given to Subtenant;
(ii) Subtenant's failure to perform any other term,
covenant or condition contained in this Sublease where such failure shall have
continued for thirty (30) days after written notice of such failure is given to
Subtenant; provided, however, Subtenant shall not be deemed in default if
Subtenant commences to cure such failure within said thirty (30) day period and
thereafter diligently prosecutes such cure to completion within a period not to
exceed six (6) months thereafter;
(iii) Subtenant's assignment of its assets for the
benefit of its creditors;
(iv) The sequestration of, attachment of, or
execution on, any substantial part of the property of Subtenant or on any
property essential to the conduct of Subtenant's business, shall have occurred
and Subtenant shall have failed to obtain a return or release of such property
within sixty (60) days thereafter, or prior to sale pursuant to such
sequestration, attachment or levy, whichever is earlier;
(v) Subtenant hereunder shall commence any case,
proceeding or other action seeking reorganization, arrangement, adjustment,
liquidation, dissolution or composition of it or its debts under any law
relating to bankruptcy, insolvency, reorganization or relief of debtors, or seek
appointment of a receiver, trustee, custodian, or other similar official for it
or for all or any substantial part of its property;
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<PAGE> 20
(vi) Subtenant shall take any corporate action to
authorize any of the actions set forth in clause (v) above;
(vii) Any case, proceeding or other action against
Subtenant shall be commenced seeking to have an order for relief entered against
it as debtor, or seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors, or seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property, and such case, proceeding or
other action (a) results in the entry of an order for relief against it which is
not fully stayed within ten (10) business days after the entry thereof or (b)
remains undismissed for a period of sixty (60) days; or
(viii) Subtenant's failure to maintain any of the
insurance it is required to maintain pursuant to Section 9(c) above where such
failure has not been cured within three (3) business days after written notice
is given to Subtenant.
(b) Remedies. Upon any Event of Default, Sublandlord shall
have the following remedies, in addition to all other rights and remedies
provided by law, to which Sublandlord may resort cumulatively, or in the
alternative:
(i) Recovery of Rent. Sublandlord shall be entitled
to keep this Sublease in full force and effect (whether or not Subtenant shall
have abandoned the Premises) and to enforce all of its rights and remedies under
this Sublease, including the right to recover rent and other sums as they become
due, plus interest at the Permitted Rate (as defined in Paragraph 31 below) from
the due date of each installment of rent or other sum until paid.
(ii) Termination. Sublandlord may terminate this
Sublease by giving Subtenant written notice of termination. On the giving of the
notice all of Subtenant's rights in the Premises and the Excluded Area shall
terminate. Upon the giving of the notice of termination, Subtenant shall
surrender and vacate the Premises and the Excluded Area in the condition
required by Paragraph 32, and Sublandlord may reenter and take possession of the
Premises and all the remaining improvements or property and eject Subtenant or
any of Subtenant's subtenants, assignees or other person or persons claiming any
right under or through Subtenant or eject some and not others or eject none.
This Sublease may also be terminated by a judgment specifically providing for
termination. Any termination under this Paragraph shall not release Subtenant
from the payment of any sum then due Sublandlord or from any claim for damages
or rent previously accrued or then accruing against Subtenant. In no event shall
any one or more of the following actions by Sublandlord constitute a termination
of this Sublease:
(A) Maintenance and preservation of the
Premises (or any other improvements, buildings, or structures located on the
Excluded Area) or the Excluded Area;
(B) Efforts to relet the Premises;
(C) Appointment of a receiver in order to
protect Sublandlord's interest hereunder;
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(D) Consent to any subletting of the
Premises or any other buildings, structures or improvements located thereon or
assignment of this Sublease by Subtenant, whether pursuant to provisions hereof
concerning subletting and assignment or otherwise; or
(E) Any other action by Sublandlord or
Sublandlord's agents intended to mitigate the adverse effects from any breach of
this Sublease by Subtenant.
(iii) Damages. In the event this Sublease is
terminated pursuant to Subparagraph 14(b)(ii) above, or otherwise, Sublandlord
shall be entitled to damages in the following sums:
(A) The worth at the time of award of the
unpaid rent which has been earned at the time of termination; plus
(B) The worth at the time of award of the
amount by which the unpaid rent which would have been earned after termination
until the time of award exceeds the amount of such rental loss that Subtenant
proves could have been reasonably avoided; plus
(C) The worth at the time of award of the
amount by which the unpaid rent for the balance of the term after the time of
award exceeds the amount of such rental loss that Subtenant proves could be
reasonably avoided; and
(D) Any other amount necessary to compensate
Sublandlord for all detriment proximately caused by Subtenant's failure to
perform Subtenant's obligations under this Sublease, or which in the ordinary
course of things would be likely to result therefrom.
(E) The "worth at the time of award" of the
amounts referred to in Subparagraphs (A) and (B) of this Subparagraph
14(b)(iii), is computed by allowing interest at the Permitted Rate. The "worth
at the time of award" of the amounts referred to in Subparagraph (C) of this
Subparagraph 14(b)(iii) is computed by discounting such amount at the discount
rate of the Federal Reserve Board of San Francisco at the time of award plus one
percent (1%). The term "rent," as used in this Paragraph 14, shall include all
sums required to be paid by Subtenant to Sublandlord pursuant to the terms of
this Sublease.
(c) Sublandlord shall be in default under this Sublease
hereunder if Sublandlord breaches an agreement, or fails to perform an
obligation required of Sublandlord within ten (10) days after notice in the case
of a monetary obligation, or thirty (30) days after notice in the case of a
nonmonetary obligation; provided, however, that if the nature of a nonmonetary
obligation of Sublandlord is such that more than thirty (30) days are reasonably
required for performance, then Sublandlord shall not be in default if
Sublandlord commences performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion.
If Sublandlord breaches any agreement in this Sublease or
fails to make any payment or perform any other act on its part to be performed
under this Sublease, provided that Subtenant has delivered to Sublandlord (and
Sublandlord's Lender, if required) written notice of
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such default and Sublandlord (or Sublandlord's Lender, if required) has failed
to cure such default within the time period required under this Section 14(c),
Subtenant may make such payment or cure such performance or breach to the extent
Subtenant deems desirable and, in connection therewith, pay reasonable expenses
and employ counsel. All sums reasonably advanced by Subtenant on Sublandlord's
behalf, any delinquent sums owed by Sublandlord to Subtenant under any provision
of this Sublease, and all penalties, interest and other costs in connection
therewith, including reasonable attorneys' fees and collection costs, shall be
due and payable by Sublandlord on written demand, together with interest thereon
from the date of delinquency at the Permitted Rate.
15. Destruction.
(a) Restoration or Maintain in Safe Condition. If the Premises
or Subtenant Improvements is damaged by any peril after the Commencement Date of
this Sublease such that Subtenant cannot reasonably run its normal business
operations in the Premises, Subtenant shall either (i) restore the same, or,
(ii) as reasonably agreed upon by Sublandlord and Subtenant, either (A) remove
the Main Building and related leasehold improvements in accordance with the
terms and conditions of Paragraph 32 hereof, and all Subtenant Improvements
(except for those Subtenant Improvements described in subparagraphs (viii), (x)
and (xvi) of Section 2(a)), or (B) place the damaged improvements or Excluded
Area, as the case may be, in safe condition; provided, however, that
Sublandlord's and Subtenant's election under clause (B) of the preceding
sentence shall not be permitted unless the Sublease is terminated by Tenant
pursuant to Subparagraph 15(b). If a Release of Hazardous Materials placed,
stored, transported or used by Subtenant and/or Subtenant's Agents in, on or
about the Property occurs as a result of such peril, Subtenant shall investigate
and clean up any contaminated soil and/or groundwater contaminated by such
Release to levels established by all appropriate governmental agencies. All
insurance proceeds available from the property damage insurance carried by
Subtenant pursuant to Paragraph 9(c)(v) of this Sublease shall be paid to and
become the property of Subtenant. If this Sublease is not terminated by
Subtenant as provided in Subparagraph 15(b), then upon the issuance of all
necessary governmental permits, Subtenant shall either commence and diligently
prosecute to completion the restoration of the damaged Premises or Subtenant
Improvements, to the extent then allowed by Law, to substantially the same
condition in which the damaged Premises or Subtenant Improvements was
immediately prior to such damage, or remove the rubble generated from such
damage, if any, from the Excluded Area and cause such Excluded Area to be placed
in a safe condition. In the event of such damage to the Premises or the
Subtenant Improvements, Sublandlord shall have no obligation to rebuild or
restore the same (unless such damage was caused by the acts, negligence or
willful misconduct of Sublandlord) and Sublandlord shall have no obligation to
rebuild or restore any trade fixtures and/or personal property and/or
alterations, additions or other improvements constructed or installed by
Subtenant in the Premises.
(b) Subtenant's Right to Terminate. If the Premises or
Subtenant Improvements, or any portion thereof, is damaged by any peril, then as
soon as reasonably practicable, Subtenant shall obtain and deliver to
Sublandlord an opinion of Subtenant's architect or construction consultant as to
when the restoration work may be completed. Subtenant shall
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have the option to terminate this Sublease in the event any of the following
occurs, which option may be exercised only by delivery to Sublandlord of a
written notice of election to terminate within sixty (60) days after Subtenant
receives from Sublandlord the estimate of the time needed to complete such
restoration:
(i) The Premises or Subtenant Improvements, or any
portion thereof, is damaged by any peril and, in the reasonable opinion of
Subtenant's architect or construction consultant, the restoration of the damaged
improvements cannot be substantially completed within one hundred twenty (120)
days of the peril causing such damage.
(ii) The Premises or Subtenant Improvements is
damaged by any peril within twelve (12) months of the last day of the Sublease
Term, and, in the reasonable opinion of Subtenant's architect or construction
consultant, the restoration work cannot be substantially completed within the
earlier of (1) ninety (90) days after the date of such damage, or (2) sixty (60)
days prior to the expiration of the Sublease Term.
(c) Abatement of Rent. In the event of damage to the Premises
or Subtenant Improvements which does not result in the termination of this
Sublease, all Rentals shall be temporarily abated, but only to the extent such
amount is covered and paid for from the proceeds of business interruption
insurance carried by Subtenant, during the period of restoration, in proportion
to the degree to which Subtenant's use of the Premises and Subtenant
Improvements is impaired by such damage. All other Rentals due hereunder shall
continue unaffected during such period. Subtenant shall not be entitled to any
compensation from Sublandlord for loss of Subtenant's property or leasehold
improvements or loss to Subtenant's business or income caused by such damage or
restoration. Subtenant hereby waives the provisions of Section 1932, Subdivision
2, and Section 1933, Subdivision 4, of the California Civil Code, and the
provisions of any similar law, hereinafter enacted.
16. Condemnation.
(a) Definition of Terms. For the purposes of this Sublease,
the term (1) "Taking" means a taking of the Premises or Excluded Area or damage
to the Premises related to the exercise of the power of eminent domain and
includes a voluntary conveyance, in lieu of court proceedings, to any agency,
authority, public utility, person or corporate entity empowered to condemn
property; (2) "Total Taking" means the taking of the entire Premises or entire
Excluded Area or so much of the Premises or Excluded Area as to prevent or
substantially impair the use thereof by Subtenant for the uses herein specified;
(3) "Partial Taking" means a Taking which does not constitute a Total Taking;
(4) "Date of Taking" means the date upon which the title to the Premises or
Excluded Area, or a portion thereof, passes to and vests in the condemnor or the
effective date of any order for possession if issued prior to the date title
vests in the condemnor; and (5) "Award" means the amount of any award made,
consideration paid, or damages ordered as a result of a Taking.
(b) Rights. The parties agree that in the event of a Taking
all rights between them or in and to an Award shall be as set forth herein and
Subtenant shall have no right to any Award except as set forth herein.
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(c) Total Taking. In the event of a Total Taking during the
term hereof, (1) the rights of Subtenant under the Sublease and the leasehold
estate of Subtenant in and to the Premises and the Excluded Area (and the
Subtenant Improvements) shall cease and terminate as of the Date of Taking; (2)
Sublandlord shall refund to Subtenant any prepaid rent; (3) Subtenant shall pay
Sublandlord any rent or charges due Sublandlord under the Sublease, each
prorated as of the Date of Taking; (4) Subtenant shall satisfy all obligations
of Sublandlord with respect to Subtenant's Use of Hazardous Materials, as may be
imposed by the condemning authority pursuant to such taking (provided that
Lessor or Sublandlord, as Lessor's agent, uses its good faith efforts to include
Subtenant in any negotiations or discussions about the Total Taking with the
applicable authority); (5) Subtenant shall receive from the Award those portions
of the Award attributable to trade fixtures of Subtenant and for moving expenses
of Subtenant; and (6) the remainder of the Award shall be paid to and be the
property of Sublandlord.
(d) Partial Taking. In the event of a Partial Taking during
the term hereof, (1) at Subtenant's election, either (A) the rights of Subtenant
under this Sublease and the leasehold estate of Subtenant in and to the portion
of the Premises or Excluded Area taken shall cease and terminate as of the Date
of Taking or (B) Subtenant may terminate this Sublease in accordance with
Section 32; (2) from and after the Date of Taking the Monthly Installment of
Basic Rent shall be an amount equal to the product obtained by multiplying the
Monthly Installment of rent immediately prior to the Taking by a fraction, the
numerator of which is the number of square feet contained in the Premises after
the Taking and the denominator of which is the number of square feet contained
in the Premises prior to the Taking; (3) Subtenant shall receive from the Award
the portions of the Award attributable to the Subtenant Improvements and other
Subtenant trade fixtures of Subtenant; and (4) the remainder of the Award shall
be paid to and be the property of Landlord and Sublandlord. In the event of a
Partial Taking, Subtenant shall, unless Subtenant elects to terminate this
Sublease in accordance with Section 32 hereof and to the extent solely from any
severance award received by Sublandlord, promptly commence repairing or
restoring the Premises to an architecturally completed unit and diligently
prosecute such repair or restoration to completion.
17. Mechanics' Liens. Subtenant shall (A) pay for all labor and
services performed for, materials used by or furnished to, Subtenant or any
contractor employed by Subtenant with respect to the Premises or the Subtenant
Improvements (or any leasehold improvements constructed or installed by or for
Subtenant); (B) indemnify, defend, protect and hold Lessor and Sublandlord, the
Premises and the Excluded Area harmless and free from any liens, claims,
liabilities, demands, encumbrances, or judgments created or suffered by reason
of any labor or services performed for, materials used by or furnished to,
Subtenant or any contractor employed by Subtenant with respect to the Premises
(and/or any leasehold improvements constructed or installed by or for
Subtenant); and (C) permit Sublandlord to post a notice of nonresponsibility in
accordance with the statutory requirements of California Civil Code Section 3094
or any amendment thereof. In the event Subtenant is required to post an
improvement bond with a public agency in connection with the above, Subtenant
agrees to include Lessor and Sublandlord as an additional obligee.
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18. Inspection of the Premises. Subtenant shall permit Lessor,
Sublandlord and their respective agents to enter the Premises or Excluded Area
at any reasonable time for the purpose of inspecting the same, protecting the
interests of Sublandlord in the Premises, performing Sublandlord's maintenance
and repair responsibilities, if any (upon one (1) business day's prior notice
except in an emergency), posting a notice of non-responsibility for alterations,
additions or repairs, posting a "For Sale" sign or signs, and at any time within
nine (9) months prior to expiration of this Sublease, to place upon the Premises
or Excluded Area, ordinary "For Sublease" signs. Sublandlord shall have the
right to use any and all reasonable means under the circumstance to open the
doors in an emergency in order to obtain entry to the Premises, and any entry to
the Premises obtained by Sublandlord in an emergency shall not under any
circumstances be deemed to be a forcible or unlawful entry into, or a detainer
of, the Premises, or any eviction of Subtenant from the Premises.
19. Compliance With Laws. Subtenant covenants and agrees to
conform and comply with all Laws and with all requirements of any public body or
officers having jurisdiction over the Premises and with the requirements or
regulations of any Board of Fire Underwriters or insurance company insuring the
Premises, all at Subtenant's own expense without reimbursement from Sublandlord.
Subtenant need not, however, comply with any such Law or requirement of public
authority so long as Subtenant shall be contesting the validity thereof, or the
applicability thereof to the Premises.
20. Subordination. This Sublease is subject and subordinate to any
and all underlying leases, deeds of trust, assignments of leases and rents or
other security instruments existing as of the date of execution of this Sublease
and disclosed to Subtenant or which hereafter may be made and/or to any renewal,
modification, replacement, extension or expansion hereafter or any consolidation
or spreader thereof theretofore or hereinafter made (collectively, a "Security
Instrument"); provided, however, that notwithstanding any provisions with
respect to the subordination of this Sublease to any Security Instrument which
now exists or may hereafter be made or to any renewal, modification, replacement
or extension hereafter of any Security Instrument, or to any consolidation or
spreader of any Security Instrument, heretofore or hereafter made, any such
subordination is subject to the express conditions that so long as this Sublease
is in full force and effect and no Event of Default by Subtenant exists under
this Sublease, (a) Subtenant shall not be evicted from the Premises or the
Excluded Area, nor shall Subtenant's continuing use and occupancy of the
Premises or the Excluded Area be interrupted, restricted or impaired, nor shall
any of Subtenant's rights under this Sublease be affected in any way by reason
of any default under such Security Instrument; and (b) Subtenant's leasehold
estate under the Sublease shall not be terminated or disturbed by reason of any
default under such Security Instrument which does not arise from a default by
Subtenant hereunder, and this Sublease and Subtenant's rights hereunder,
including any rights of offset, shall be recognized by the lender or Lessor.
Sublandlord agrees to procure, execute and deliver to
Subtenant and Subtenant agrees to execute the same, all concurrently with the
execution of this Sublease, the written agreement of Lessor and Agent, on behalf
of each Lender, substantially in the form of Exhibit "C" attached hereto (the
"SNDA"). In the event of a default under any Security Instrument,
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Subtenant shall become a subtenant of and attorn to the successor-in-interest to
Sublandlord upon the same terms and conditions contained in this Sublease and
shall execute any instrument reasonably required by Sublandlord's successor for
that purpose provided such successor in interest assumes the Sublandlord's
obligations under this Sublease accruing from and after the date such party
becomes the successor in interest. Subtenant shall also, upon written request of
Sublandlord, execute and deliver all instruments as may be reasonably required
from time to time to subordinate the rights of Subtenant under this Sublease to
any underlying lease or any deed of trust (provided that such instruments
include the nondisturbance and attornment provisions set forth above).
If the SNDA is not tendered to Subtenant, in addition to any
other rights and remedies available to Subtenant, Subtenant may, at its option,
cancel this Sublease on the date ten (10) days following such notice, and the
Sublease and the term and estate hereby granted shall then terminate at noon of
such cancellation date as if such cancellation date were the expiration date,
unless all of such agreements shall have been tendered meanwhile. Upon any such
cancellation, Sublandlord shall have no further obligation to Subtenant
hereunder except to return any moneys theretofore paid by Subtenant to
Sublandlord as Rent under this Sublease.
21. Notices. Any notice required or desired to be given under this
Sublease shall be in writing with copies directed as indicated below and shall
be personally served or given by mail. Any notice given by mail shall be deemed
to have been given when seventy-two (72) hours have elapsed from the time such
notice was deposited in the United States mails, certified and postage prepaid,
return receipt requested, addressed to the party to be served with a copy as
indicated herein at the last address given by that party to the other party
under the provisions of this paragraph. At the date of execution of this
Sublease, the address of Sublandlord is:
Veritas Software Corporation
1600 Plymouth Street
Mountain View, California 94043
Attn: Jay Jones
with a copy to:
Brobeck, Phleger & Harrison LLP
550 West "C" Street, Suite 1300
San Diego, California 92101
Attn: Todd Anson, Esq.
and the address of Subtenant is:
Fairchild Semiconductor Corporation of California
333 Western Avenue
South Portland, ME 04106
Attn: Dan Boxer, Esq.
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with copy to:
Berliner Cohen
10 Almaden Blvd., Suite 1100
San Jose, CA. 95113
Attn: Sam Farb
22. Attorneys' Fees. In the event either party shall bring any
action or legal proceeding for damages for any alleged breach of any provision
of this Sublease, to recover rent or possession of the Premises or the Excluded
Area, to terminate this Sublease, or to enforce, interpret, protect or establish
any term or covenant of this Sublease or right or remedy of either party, the
prevailing party shall be entitled to recover as a part of such action or
proceeding, reasonable attorneys' fees and court costs, including reasonable
attorneys' fees and costs for appeal, as may be fixed by the court or jury. The
term "prevailing party" shall mean the party who received substantially the
relief requested, whether by settlement, dismissal, summary judgment, judgment,
or otherwise.
23. Subleasing and Assignment.
(a) Sublandlord's Consent Required. Subtenant's interest in
this Sublease is not assignable, by operation of law or otherwise (except as may
be required for security purposes), nor shall Subtenant have the right to sublet
the Premises or the Excluded Area, transfer any interest of Subtenant therein or
permit any use of the Premises by another party, without the prior written
consent of Lessor and Sublandlord to each such assignment, subletting, transfer
or use, which consent Sublandlord may withhold in its sole discretion. A consent
to one assignment, subletting, occupancy or use by another party shall not be
deemed to be a consent to any subsequent assignment, subletting, occupancy or
use by another party. Any assignment or subletting without such consent shall be
void and shall, at the option of Sublandlord, terminate this Sublease.
Lessor's or Sublandlord's waiver or consent to any assignment
or subletting hereunder shall not relieve Subtenant from any obligation under
this Sublease unless the consent shall so expressly provide in writing.
(b) Transfers to an Affiliate. Notwithstanding the foregoing,
Subtenant may, without Lessor's or Sublandlord's prior written consent, assign
its interest in the Sublease or sublet the Premises or Excluded Area, or a
portion thereof to (i) a subsidiary, affiliate, division or corporation
controlled by or under common control with Subtenant; provided that (a)
Sublandlord receives written notice of the name and address of the proposed
transferee, (b) the transferee assumes the obligations of the Subtenant under
this Sublease in a written instrument, in form and substance reasonably
satisfactory to Sublandlord, which shall be delivered to Sublandlord as a
condition precedent to the effectiveness of such assignment; and (c) the
transferor tenant remains liable as a primary obligor for the obligations of
Subtenant under this Sublease.
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24. Successors. The covenants and agreements contained in this
Sublease shall be binding on the parties hereto and on their respective heirs,
successors and assigns (to the extent the Sublease is assignable).
25. Mortgagee Protection. In the event of any default on the part
of Sublandlord, Subtenant will give notice by registered or certified mail to
any beneficiary of a deed of trust or mortgagee of a mortgage encumbering the
Premises, whose address shall have been previously furnished to Subtenant. So
long as such beneficiary or mortgagee is making reasonable efforts to cure the
default, including, but not limited to, obtaining possession of the Premises by
power of sale or judicial foreclosure, if such should prove necessary to effect
a cure, Subtenant shall not have the right to terminate this Sublease.
26. Estoppel Certificate. Subtenant agrees within fifteen (15)
business days following reasonable request by Sublandlord to execute and deliver
to Sublandlord any documents, including estoppel certificates presented to
Subtenant by Sublandlord, (1) certifying that this Sublease is unmodified and in
full force and effect and the date to which the rent and other charges are paid
in advance, if any, and (2) acknowledging that there are not, to Subtenant's
knowledge, any uncured defaults on the part of Sublandlord hereunder, or
specifying the defaults, if any, and (3) evidencing the status of the Sublease
as may be required either by a Lender making a loan or any other advance to
Sublandlord to be secured by a deed of trust or mortgage covering the Premises
or a purchaser of the Premises from Sublandlord.
27. Surrender of Sublease Not Merger. The voluntary or other
surrender of this Sublease by Subtenant, or a mutual cancellation thereof, shall
not work a merger and shall, at the option of Sublandlord, terminate all or any
existing subleases or subtenants, or operate as an assignment to Sublandlord of
any or all such subleases or subtenants.
28. Waiver. The waiver by Sublandlord or Subtenant of any breach
of any term, covenant or condition herein contained shall not be deemed to be a
waiver of such term, covenant or condition or any subsequent breach of the same
or any other term, covenant or condition herein contained. Any waiver shall be
in writing and signed by both Sublandlord and Subtenant.
29. General.
(a) Captions. The captions and Paragraph headings used in this
Sublease are for the purposes of convenience only. They shall not be construed
to limit or extend the meaning of any part of this Sublease, or be used to
interpret specific sections. The word(s) enclosed in quotation marks shall be
construed as defined terms for purposes of this Sublease. As used in this
Sublease, the masculine, feminine and neuter and the singular or plural number
shall each be deemed to include the other whenever the context so requires.
(b) Time of Essence. Time is of the essence for the
performance of each term, covenant and condition of this Sublease.
(c) Severability. In case any one or more of the provisions
contained herein, except for the payment of rent, shall for any reason be held
to be invalid, illegal or unenforceable
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in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Sublease, but this Sublease shall be construed as if
such invalid, illegal or unenforceable provision had not been contained herein.
This Sublease shall be construed and enforced in accordance with the laws of the
State of California.
(d) Quiet Enjoyment. Upon Subtenant paying the rent for the
Premises (and the use of the Excluded Area) observing and performing all of the
covenants, conditions and provisions on Subtenant's part to be observed and
performed hereunder, Subtenant shall have quiet possession of the Premises (and
the use of the Excluded Area) for the entire term hereof subject to all of the
provisions of this Sublease.
(e) Law. As used in this Sublease, the term "Law" or "Laws"
shall mean any judicial decision, statute, constitution, ordinance, resolution,
regulation, rule, administrative order, or other requirement of any government
agency or authority having jurisdiction over the parties to this Sublease or the
Premises or both, in effect at the Commencement Date of this Sublease or any
time during the Sublease Term, including, without limitation, any regulation,
order, or policy of any quasi-official entity or body (e.g., board of fire
examiners, public utility or special district).
(f) Agent. As used in this Sublease, the term "Agent" shall
mean, with respect to either Sublandlord, Subtenant or any Lender, its
respective agents, employees, contractors (and their subcontractors), and
invitees (and in the case of Subtenant, its subtenants).
(g) Lender. As used in this Sublease, the term "Lender" shall
mean any beneficiary, mortgagee, secured party or other holder of any Security
Instrument.
30. Sign. Subtenant shall have the right at its cost to maintain
its name on signage within or on the Premises or on the Excluded Area, provided
any such signage placed by Subtenant on the Main Building or on the Excluded
Area shall be in compliance with all applicable laws, ordinances, rules and
regulations.
31. Interest on Past Due Obligations. Any Monthly Installment of
Rent due from Subtenant, or any other sum due under this Sublease from
Subtenant, which is received by Sublandlord after the date ten (10) days
following the date written notice is given by Sublandlord to Subtenant that such
sum has not been paid when due, shall bear interest from said due date until
paid, at an annual rate equal to the greater of (the "Permitted Rate"): (1) ten
percent (10%); or (2) five percent (5%) plus the rate established by the Federal
Reserve Bank of San Francisco, as of the twenty-fifth (25th) day of the month
immediately preceding the due date, on advances to member banks under Sections
13 and 13(a) of the Federal Reserve Act, as now in effect or hereafter from time
to time amended. Payment of such interest shall not excuse or cure any default
by Subtenant. In addition, Subtenant shall pay all costs and attorneys' fees
incurred by Sublandlord in collection of such amounts.
32. Surrender of the Premises.
(a) Removal of Property. On the last day of the Sublease Term,
or on the sooner termination of this Sublease, Subtenant shall surrender the
Premises and the Excluded Area to
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Sublandlord in their then existing condition existing except as otherwise
provided in this Paragraph 32. Not later than the expiration or earlier
termination of the Sublease Term, Subtenant shall remove all of Subtenant's
personal property and trade fixtures (including, without limitation, all
machinery and equipment) from the Main Building, and all property not so removed
shall be deemed abandoned by Subtenant and may be removed by Sublandlord at
Subtenant's sole cost and expense. Anything herein to the contrary
notwithstanding, at the expiration or earlier termination of the Sublease Term,
Subtenant shall not be obligated to remove from the Excluded Area any
"Remediation Equipment" as such term is defined in that certain Grant of
Easements, Restriction and Indemnity Agreement dated December 24, 1997, executed
by Raytheon Semiconductor, Inc., a Delaware corporation, as grantor, and
Raytheon Company, as grantee, and recorded in the Official Records of Santa
Clara County on December 30, 1997, as Document No.: 13994862 (the "Easements
Agreement").
(b) Demolition of Main Building and Related Improvements.
(i) The parties hereto agree that Subtenant shall (A)
complete the demolition of the Main Building and related structures and
improvements including, without limitation, the Subtenant Improvements (except
for those items set forth in subparagraphs (viii), (x) and (xvi) of Paragraph
2(a) of this Sublease) on the Excluded Area and the Main Building foundation,
(B) complete, at Subtenant's cost, the remediation of any contaminated soil
underlying the Main Building or related improvements (as further discussed in
Paragraph 32(d) below) either (i) to levels at or below the cleanup level or
standards established by the United States Environmental Protection Agency
Record of Decision for the Raytheon facility, or (ii) to levels acceptable to
the environmental agency or agencies having jurisdiction over such cleanup or
remediation (such levels described in clauses (i) or (ii) above being referred
to hereinafter as the "Soil Remediation Standard") and (C) obtain, at
Subtenant's cost, an "environmental closure" pertaining to the operations of
Subtenant within the Main Building and related facilities, as required by all
applicable governmental agencies having jurisdiction over such closure (the
items set forth in subparagraphs (A), (B) and (C) of this subparagraph are
collectively referred to as the "Demolition") on or before January 1, 2001 (such
date is referred to herein as the "Departure Deadline"), without any liability
of Sublandlord or Lessor, as the case may be, for overtime or additional labor
resulting from Subtenant's failure, if applicable, to correctly estimate the
time necessary for completion of the Demolition. For purposes of this Paragraph
32(b), Subtenant shall be deemed to have completed the soil contamination
remediation referred to above, if applicable, at such time as (Y) Subtenant's
environmental consultant overseeing such remediation confirms or states in
writing that soil contamination under the Main Building, if any, has been
remediated to levels that meet the Soil Remediation Standard, or (Z) Subtenant
causes, at Subtenant's cost, an environmental assessment of the soil under the
demolished Main Building to be performed by an environmental consultant and such
assessment indicates that the soil under the demolished Main Building and
related improvements does not contain Hazardous Materials in violation of the
Soil Remediation Standard. The environmental consultant referred to in the
preceding sentence shall be selected by Subtenant and approved by Sublandlord
and Lessor, which approval shall not be unreasonably withheld. Sublandlord and
Lessor shall approve or disapprove of the environmental consultant selected by
Subtenant within five (5) days of receipt of such contractor's identity as well
as written information about the contractor's experience and
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credentials. If Sublandlord or Lessor fail to disapprove such contractor within
such five(5) day period, Sublandlord and Lessor shall be deemed to have approved
such contractor. Any report prepared by such contractor shall be addressed to
the Financing Parties. Alternatively, such contractor shall provide the
Financing Parties with a signed statement that they may rely on such report.
(ii) Subtenant shall use commercially reasonable
efforts to complete the Demolition in an expeditious manner following the
expiration or earlier termination of the Sublease Term in order to permit
Sublandlord or Lessor, as the case may be, to commence development of the
Excluded Area. Sublandlord, in its own capacity or as construction agent of
Lessor, agrees to reasonably cooperate with Subtenant in Subtenant's efforts to
cause the applicable governmental agency or agencies to respond in a timely
manner to Subtenant's plan for removal of any contaminated soil from under the
Main Building or the related improvements. Sublandlord and Lessor agree to
reasonably cooperate with Subtenant with regard to the Demolition and not to
unreasonably interfere with, delay or impair Subtenant's efforts to complete the
Demolition in an expeditious manner. If, however, Subtenant fails to complete
the Demolition on or before the Departure Deadline, then Subtenant shall pay to
Sublandlord, as Sublandlord's sole and exclusive remedy for such delay in the
completion of the Demolition, liquidated damages in a per day amount equal to
the Monthly Installment of rent paid by Subtenant for the month immediately
preceding the expiration or earlier termination of the Sublease Term divided by
thirty (30) for each day from and after the Departure Deadline until the
Demolition is completed. Nothing within the preceding sentence shall prelude
Sublandlord or Lessor from exercising any rights or remedies against Subtenant
under the Purchase Agreement (to the extent such remedies survive the close of
escrow thereunder) or that certain Environmental Indemnity Agreement by and
between Sublandlord and Subtenant (the "Indemnity Agreement").
(iii) Notwithstanding the provisions of subparagraph
32(b)(ii) above, if Subtenant fails to complete the Demolition on or before the
Departure Deadline due to Subtenant's failure to use commercially reasonable
efforts to complete the Demolition in an expeditious manner, Subtenant shall pay
Sublandlord, as Sublandlord's sole and exclusive remedy for Subtenant's failure
to complete the Demolition on or before the Departure Deadline, liquidated
damages in the amount of Seven Thousand Five Hundred Dollars ($7,500) per day
for each day that Subtenant fails to complete the Demolition by or after the
Departure Deadline due to Subtenant's breach of its obligation under the first
sentence of subparagraph 32(b)(ii). Nothing within the preceding sentence shall
preclude Sublandlord from exercising any remedies against Subtenant under the
Purchase Agreement (to the extent such remedies survive the close of escrow
thereunder) or the Indemnity Agreement. Notwithstanding the foregoing, Subtenant
shall only be obligated to pay liquidated damages in the amount set forth in
this subparagraph 32(b)(iii) (instead of the amount set forth in subparagraph
32(b)(ii) above) for each day after the Departure Deadline that the Demolition
has not been completed and Sublandlord or Lessor, as the case may be, is ready
to commence grading or the construction of improvements on the Excluded Area or
any portion thereof; provided, however, that if the condition of the Excluded
Area prevents or delays the Sublandlord's ability to commence grading or
construction thereon, the condition set forth in this sentence shall not apply.
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<PAGE> 32
(iv) The parties hereto acknowledge and agree that
Sublandlord's carrying costs, lost opportunity costs and other expenses incurred
by Sublandlord as a result of not having full and unrestricted access to the
Excluded Area by the Departure Deadline are impracticable or extremely difficult
to ascertain. The parties hereto agree that the amounts of liquidated damages
set forth in subparagraph 32(b)(ii) and 32(b)(iii) are reasonable estimates of
the damages that will be incurred by Sublandlord in the event Subtenant is not
able to complete the Demolition by the Departure Deadline. By executing this
paragraph below, the parties hereto agree to the provisions of these liquidated
damages provisions.
Subtenant: ____________ Sublandlord: ______________
(c) Remediation of Contaminated Soil. If contaminated soil is
discovered under the approximately 119,000 square foot Main Building and/or
related improvements following the demolition of the same by Subtenant, then
such contaminated soil shall not be treated or remediated by Subtenant on the
Excluded Area after the Departure Deadline. If Subtenant has not disposed of or
remediated any such contaminated soil underlying the Main Building and/or
related improvements by the Departure Deadline, then Subtenant agrees to dispose
or treat, or cause to be disposed or treated, such soil contamination off-site
at a registered hazardous waste disposal site (if legally required) or off-site
as required by applicable environmental Laws, with Subtenant or Raytheon Company
named on all permits and manifests with respect to such contaminated soil as the
party responsible for such disposal or treatment (i.e., the generator).
Sublandlord acknowledges and agrees that if contaminated soil is discovered
under the Main Building and/or related improvements following the demolition of
such Main Building and related improvements, and if Subtenant reasonably
believes that Raytheon Company is responsible for the clean up or remediation of
such contaminated soil (or for the cost of clean up or remediation), then
Subtenant will promptly notify Raytheon Company of such contamination and
request that Raytheon Company undertake the disposal or treatment of such
contaminated soil as provided above. Subtenant shall have no liability to
Sublandlord or Lessor for the clean up or remediation of such contaminated soil
if Raytheon Company accepts responsibility for the clean up or remediation of
such contaminated soil in accordance with the terms set forth above and disposes
of or treats such contamination such that it is removed or remediated in
accordance with applicable environmental laws and regulations by the Departure
Deadline. The parties agree that any contaminated soil discovered under the Main
Building or the related improvements shall be remediated or treated by
Subtenant, at Subtenant's sole cost (except as set forth in the preceding
sentence), to levels that meet the Soils Remediation Standard. Subtenant shall
not be obligated to remove any contaminated soil or other Hazardous Materials
discovered under the Main Building or related improvements (or on or under the
Excluded Area) if the same is remediated or treated to levels that meet the Soil
Remediation Standard.
(d) Costs of Demolition.
(i) Prior to vacating the Main Building (which shall
occur not later than December 31, 2000), Subtenant shall contract with a
licensed contractor to demolish, at Lessor's cost (to the extent the funding
requirements set forth in that certain Participation Agreement dated April ___,
1999 among Lessor, Sublandlord and others (the "Participation
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<PAGE> 33
Agreement") and that certain Agency Agreement dated April __, 1999 between
Lessor and Sublandlord (the "Agency Agreement") are satisfied), the Main
Building (and certain related structures and improvements located on the
Excluded Area), including, without limitation, the foundation of the Main
Building. If the funding requirements set forth in the Participation Agreement
and the Agency Agreement are not satisfied, the items identified in the
preceding sentence as being at Lessor's costs shall be at Sublandlord's cost.
Subtenant shall have the right to select the contractor to perform such
demolition work. The contractor shall be selected through a bid process in which
Subtenant shall obtain bids from not less than three licensed contractors
selected by Subtenant and approved by Sublandlord, as Lessor's agent, which such
approval shall not be unreasonably withheld. Based on such bids and any other
information that the Subtenant may reasonably consider, Subtenant shall select
the contractor to perform the demolition and such contractor selected by
Subtenant shall be subject to the approval of Sublandlord and Lessor (which such
approval shall not be unreasonably withheld). Subtenant's contract with such
contractor shall contain terms that are commercially reasonable for such a
contract. Sublandlord and Lessor shall provide the approvals or disapprovals set
forth in this subparagraph within five (5) days of receipt of the information
about the contractors selected by Subtenant to make bids or the bids and the
identity of the contractor selected by Subtenant to perform the work. If
Sublandlord or Lessor fails to disapprove such contractor(s) within such five(5)
day period, Sublandlord and Lessor shall be deemed to have approved such
contractor(s). If Sublandlord or Lessor reasonably disapproves any bidders or
contractor selected by Subtenant, then, concurrently with notifying Subtenant of
its disapproval, Sublandlord or lessor, as the case may be, shall provide
Subtenant in writing with the name, address and telephone number of a
replacement bidder or contractor, as the case may be, acceptable to Sublandlord
and Lessor.
(ii) Lessor shall pay (to the extent the funding
requirements set forth in the Participation Agreement and the Agency Agreement
are satisfied) one hundred percent (100%) of the cost of demolishing and
removing from the Property the Main Building and related structures and
improvements located on the Excluded Area, including the foundation of the Main
Building (and the cost of removing such demolished Main Building, foundations,
structures and improvements from the Property). If the funding requirements set
forth in the Participation Agreement and the Agency Agreement are not satisfied,
the items identified in the preceding sentence as being paid by Lessor shall be
paid by Sublandlord, except as set forth below. Notwithstanding the foregoing,
Subtenant shall be responsible for (A) the cost of removal of any Hazardous
Materials, including asbestos, located within the Main Building, (B) the cost of
removal (or remediation as provided above) in compliance with applicable Laws of
any asbestos or other Hazardous Materials located under the Main Building to
levels that meet the Soils Remediation Standard (except Subtenant shall not be
responsible hereunder for removal of any groundwater contamination under the
Main Building) and (C) the cost of demolishing/removing the improvements
constructed after the Commencement Date of this Sublease by or on behalf of
Subtenant identified in Paragraph 13(a) above. The cost to be borne by Lessor
(the "Cost to Lessor") (to the extent the funding requirements set forth in the
Participation Agreement and the Agency Agreement are satisfied) for demolishing
the Main Building and related structures and improvements on the Excluded Area
shall be net of the cost of health and safety plans and procedures incurred by
Subtenant and/or Subtenant's affiliates, agents, employees or contractors for
demolition and removal of the improvements, and the cost of protective measures
for
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<PAGE> 34
construction workers incurred by Subtenant and/or Subtenant's affiliates,
agents, employees or contractors relating to any Hazardous Materials within or
under the Main Building, which shall be at Subtenant's (or Raytheon's) cost. If
the funding requirements set forth in the Participation Agreement and the Agency
Agreement are not satisfied, the items identified in the preceding sentence as
being at Lessor's costs shall be at Sublandlord's cost. Except as provided in
this Paragraph 32(d)(ii), all costs of Demolition shall be borne by Subtenant.
(iii) Upon Sublandlord's selection of a contractor,
Sublandlord shall cause Lessor (to the extent the funding requirements set forth
in the Participation Agreement and the Agency Agreement are satisfied) to
deposit into an interest bearing escrow account as quickly as practicable under
the Financing Documents, but in no event more than forty (40) days after
Sublandlord's approval of the contractor as set forth in subparagraph 32(d)(ii)
above, an amount equal to such contractor's estimated Cost to Lessor. If
Sublandlord or Lessor fails to cause such amount to be deposited into the escrow
account as provided herein, Subtenant shall not be required to demolish the Main
Building and related improvements or remediate any soil contamination under the
Main Building, if any, or remove any asbestos from the Main Building or any of
the related improvements. Upon Subtenant's submission to the escrow holder of
reasonably detailed documentation with respect to costs actually incurred with
respect to the Demolition which are Costs to Lessor, the escrow holder shall
promptly disburse from the escrow account to Subtenant or Subtenant's designees
funds sufficient to pay such Costs to Lessor. In the event the total Costs to
Lessor are less than the amount held in escrow, all remaining amounts held in
the escrow account shall be returned to Sublandlord, as agent for Lessor. In the
event the total Costs to Lessor exceed the amount held in escrow, Lessor shall
promptly reimburse Subtenant (to the extent the funding requirements set forth
in the Participation Agreement and the Agency Agreement are satisfied) such
additional costs. If the funding requirements set forth in the Participation
Agreement and the Agency Agreement are not satisfied, the items identified in
the preceding sentence as being reimbursed by Lessor shall be reimbursed by
Sublandlord.
(iv) The parties hereto agree that Subtenant or
Raytheon Company shall be identified as the party responsible for the proper
disposal of any Hazardous Materials within the Main Building (e.g., asbestos) or
contaminated soil to be removed from the Excluded Area as part of the demolition
and removal obligations referred to in this paragraph, and in the event
Subtenant or Raytheon Company fails to timely and completely perform such
asbestos and contaminated soil removal or remediation as provided above,
Sublandlord, in addition to Sublandlord's other remedies under this Sublease,
may, as Lessor's agent, elect to do so (with Subtenant named on all permits and
manifests relating to such asbestos and contaminated soil removal) and, in such
event, Subtenant shall reimburse, or cause Raytheon Company to reimburse, Lessor
for its reasonable costs incurred in removing such asbestos and contaminated
soil from or under the Main Building and related structures as provided above.
Such reimbursement shall be required to be made within thirty (30) days
following receipt of a written notice or statement setting forth in reasonable
detail such costs to be reimbursed.
(e) Relocation of Remediation Well Sites and Equipment.
Subtenant agrees to reasonably cooperate with Sublandlord, as Lessor's agent,
promptly to engineer and relocate, on Sublandlord's reasonable request and at
Subtenant's cost, any existing soil or water remediation
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<PAGE> 35
well sites and equipment (as further set forth in Section 9.1(g) of the Purchase
Agreement) which Subtenant is not required to remove pursuant to Paragraph 32
herein. Sublandlord agrees to reasonably cooperate with Subtenant with respect
to the engineering and relocation of such items. Such cooperation shall include,
without limitation, the prompt delivery to Subtenant of any development plans
for the Property and Sublandlord's participation in good faith and timely
discussions with Subtenant regarding the relocation of such items.
(f) Survival. The obligations of Lessor, Subtenant and
Sublandlord under this Paragraph 32 shall survive the expiration or earlier
termination of this Sublease.
33. Authority. The undersigned parties hereby warrant that they
have proper authority and are empowered to execute this Sublease on behalf of
Sublandlord and Subtenant, respectively.
34. Brokers. Sublandlord and Subtenant each represent and warrant
to the other that it has not dealt with any broker respecting this transaction
other than Cornish & Carey Commercial ("C&C"); however, no commission shall be
owing to C&C based on the parties hereto entering into this Sublease. Each party
hereto agrees to indemnify and hold the other harmless from and against damages,
losses, liabilities, claims, demands, costs or expenses suffered or incurred by
the other in the event of any breach by such party of any representation,
warranty or covenant set forth in this Paragraph 34.
35. Consent. Wherever in this Sublease it is provided that either
party shall not unreasonably withhold consent or approval, such consent or
approval (collectively referred to as "consent") shall also not be unreasonably
withheld, conditioned or delayed. If a party considers that the other party has
unreasonably withheld or delayed a consent, it shall so notify the other party
within ten (10) days after receipt of notice of denial of the requested consent
or, in case notice of denial is not received, within twenty (20) days after
giving the first-mentioned notice, may submit the question of whether the
withholding or delaying of such consent is unreasonable to determination by
arbitration.
36. Right of Sublandlord to Perform. Except as provided otherwise
herein, all covenants and agreements to be performed by Subtenant under this
Sublease shall be performed at Subtenant's sole cost and expense and without any
abatement of rent or right of set-off. If Subtenant fails to pay any sum of
money, other than rent, or fails to perform any other act on its part to be
performed under this Sublease, and the failure continues beyond any applicable
grace or cure period set forth herein then in addition to any other available
remedies, Sublandlord may, at its election make the payment or perform the other
act on Subtenant's part. Sublandlord's election to make the payment or perform
the act on Subtenant's part shall not give rise to any responsibility of
Sublandlord to continue making the same or similar payments or performing the
same or similar acts. Subtenant shall, promptly upon demand by Sublandlord,
reimburse Sublandlord for all reasonable sums paid by Sublandlord and all
necessary incidental costs, together with interest at the Permitted Rate or two
percent (2%) above the prime rate announced by Bank of America from time to
time, whichever is greater from the date of payment by Sublandlord. Sublandlord
shall have the same rights and remedies if Subtenant fails to pay those amounts
as Sublandlord would have in the event of a default by Subtenant in the payment
of rent.
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<PAGE> 36
Sublandlord shall provide Subtenant with written notice and the appropriate cure
period provided in the Lease before performing any act on behalf of Subtenant
and will provide Subtenant with written request for any reimbursement payable
hereunder.
37. Expenses and Legal Fees. All sums reasonably incurred by
Sublandlord in connection with any Event of Default by Subtenant under this
Sublease or holding over of possession by Subtenant after the expiration or
earlier termination of this Sublease, including without limitation all
reasonable costs, expenses and reasonable accountants, appraisers, attorneys and
other professional fees, and any collection agency or other collection charges,
shall be due and payable by Subtenant to Sublandlord on demand, and shall bear
interest at the Permitted Rate. Should either Sublandlord or Subtenant bring any
action in connection with this Sublease, the prevailing party shall be entitled
to recover as a part of the action its reasonable attorneys' fees, and all other
costs. The prevailing party for the purpose of this paragraph shall be
determined by the trier of the facts.
38. WAIVER OF JURY TRIAL. SUBLANDLORD AND SUBTENANT EACH ACKNOWLEDGES
THAT IT IS AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT
TO ITS RIGHTS TO TRIAL BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY AND
KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER
(AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBSIDIARY OR
AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS LEASE, TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY
CLAIM OF INJURY OR DAMAGE.
39. Satisfaction of Judgement. The obligations of Sublandlord and
Subtenant do not constitute the personal obligations of the directors, officers
or shareholders of Sublandlord or its constituent partners. Should Subtenant
recover a money judgment against Sublandlord, such judgment shall be satisfied
only out of the proceeds of sale received upon execution of such judgment and
levied thereon against the right, title and interest of Sublandlord in the
Property and out of the rent, insurance proceeds or other income from such
property receivable by Sublandlord or out of consideration received by
Sublandlord from the sale or other disposition of all or any part of
Sublandlord's right, title or interest in the Property, and no action for any
deficiency may be sought or obtained by Subtenant.
40. Changes Required by Accounting Rules. If, in connection with
obtaining synthetic lease financing for the acquisition and development of the
Property, Sublandlord is required to make modifications to this Sublease in
order to comply with all applicable accounting requirements for such financing,
Subtenant will not unreasonably withhold or delay its consent, provided that the
modifications do not increase the obligations of Subtenant or impair Subtenant's
rights under this Sublease.
41. Security Measures. Subtenant hereby acknowledges that Sublandlord
shall have no obligation whatsoever to provide guard service or other security
measures for the benefit of
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<PAGE> 37
the Premises or the Property. Subtenant assumes all responsibility for the
protection of Subtenant, its agents, invitees and property from acts of third
parties.
IN WITNESS WHEREOF, the parties have executed this Sublease on the
dates set forth below.
SUBTENANT:
FAIRCHILD SEMICONDUCTOR CORPORATION
OF CALIFORNIA,
a Delaware corporation
DATED: , 1999 By:
---------------------------------------
Name:
-------------------------------------
Title:
--------------------------------------
SUBLANDLORD:
VERITAS SOFTWARE CORPORATION,
a Delaware corporation
DATED: , 1999 By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
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<PAGE> 38
CONSENT OF LESSOR
The undersigned Lessor under that certain Lease Agreement dated as of April __,
1999 by and between Lessor and Lessee hereby consents to the subletting of the
Premises by Subtenant on the terms and conditions contained in this Sublease
including, without limitation, the terms and conditions set forth in Paragraph
32, and Lessor agrees to be bound by its obligations under Paragraph 32. This
consent shall apply only to this Sublease and shall not be deemed to be a
consent to any other subleases.
LESSOR
---------------------------------------------
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
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<PAGE> 39
EXHIBIT "A"
SITE PLAN ILLUSTRATING MAIN BUILDING, EQUIPMENT AREA
AND EXCLUDED AREA BOUNDED BY DOTTED LINES
[to be attached]
A-1
<PAGE> 40
EXHIBIT "B"
SITE PLAN ILLUSTRATING SUBTENANT IMPROVEMENTS
DESIGNATED AS AREAS A THROUGH S
[to be attached]
B-1
<PAGE> 41
EXHIBIT "C"
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
RECORDING REQUESTED BY, AND )
WHEN RECORDED, RETURN TO: )
)
Berliner Cohen )
Ten Almaden Boulevard, 11th Floor )
San Jose, California 95113-2233 )
(408) 286-5800 )
Attn: Samuel L. Farb, Esq. )
)
- --------------------------------------------------------------------------------
(Space Above for Recorder's Use)
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into this ____
day of April, 1999, by and among (1) FAIRCHILD SEMICONDUCTOR CORPORATION OF
CALIFORNIA, a Delaware corporation ("Subtenant"), (2) VERITAS SOFTWARE
CORPORATION, a Delaware corporation ("Sublandlord"), (3) VS TRUST 1999-1, a
___________________ ("Owner") and (3) __________________________________ , as
agent for the Financing Parties (as defined below) ("Agent"). The defined term
"Agent" shall include any successors and assigns of Agent.
R E C I T A L S:
WHEREAS, Sublandlord executed a Sublease (the "Sublease") dated as of
April __, 1999, in favor of Subtenant, covering a certain premises therein
described (the "Premises") and (2) a portion of certain real property legally
described on Exhibit A attached hereon (the "Land").
WHEREAS, Sublandlord has entered into a financing and lease transaction
(the "Financing Transaction") with Owner and the other parties to that certain
Participation Agreement dated as of April __, 1999 (such other parties are
referred to herein as the "Financing Parties") pursuant to which (1) Owner has
purchased the Land and all improvements thereon, (2) Owner has leased the Land
to Sublandlord pursuant to that certain Lease Agreement dated April __, 1999
among Owner and Sublandlord (the "Lease"), (3) Sublandlord, as Owner's agent,
has
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<PAGE> 42
agreed to manage the construction of certain improvements on the Land and
(4) Owner and Sublandlord have each entered into various other agreements to
secure their respective obligations under the Financing Transaction.
WHEREAS, in order to induce the Financing Parties to provide the
financing called for by the Financing Transaction, the Financing Parties have
requested that the Sublease be subordinate to any and all underlying leases,
deeds of trust or other security instruments existing as of the date of
execution of this Agreement or which hereafter may be made and/or to any
renewal, modification, replacement, extension or expansion hereafter or any
consolidation or spreader thereof heretofore or hereinafter made (collectively,
the "Security Instruments").
WHEREAS, in order to induce Subtenant to subordinate its interest in
the Sublease to the Security Instruments, the parties hereto desire to assure
Subtenant's possession and control of the Premises under the Sublease upon the
terms and conditions therein contained;
NOW, THEREFORE, for and in consideration of the mutual covenants and
premises herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged and confessed by the parties hereto,
the parties hereto do hereby agree as follows:
A G R E E M E N T:
1. Subject to the non-disturbance covenants set forth herein, the
Sublease is and shall be subordinate to the Security Instruments.
2. Should default under the Security Instruments occur such that (a)
Sublandlord's rights under the Sublease are assigned to the Agent, (b) the Agent
becomes the owner of the Land or any portion thereof and/or (c) the Land or any
portion thereof is sold by reason of foreclosure, transferred by deed in lieu of
foreclosure, or sold under a trustee's sale, (x) Subtenant shall not be evicted
from the Premises or the Excluded Area, nor shall Subtenant's continuing use and
occupancy of the Premises or the Excluded Area be interrupted, restricted or
impaired, nor shall any of Subtenant's rights under this Sublease be affected in
any way by reason of any default under such Security Instrument; and (y)
Subtenant's leasehold estate under the Sublease shall not be terminated or
disturbed by reason of any default under such Security Instrument which does not
arise from a default by Subtenant hereunder, and this Sublease and Subtenant's
rights hereunder, including any rights of offset, shall be recognized by the
Agent or Lessor. Subtenant does hereby agree to attorn to Agent or to any such
owner as its Sublandlord after Subtenant's receipt of written notice from Agent
provided Agent or Lessor, as the case may be, assume the obligations of
Sublandlord under the Sublease, and Agent or any such owner hereby agree that it
will accept such attornment.
3. In the event the Lease terminates prior to the date (a) the Sublease
term expires or earlier terminates or (b) Subtenant completes Demolition as
described in Paragraph 32(b) of the Sublease, then Sections 2(x) and (y) above
shall apply, and Subtenant shall attorn to Owner as its
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<PAGE> 43
Sublandlord after Subtenant's receipt of written notice provided Owner assumes
the obligations of Sublandlord under the Sublease, and Owner hereby agrees that
it will accept such attornment.
4. Notwithstanding any other provision of this Agreement, Agent shall
not be (a) liable for any default of any sublandlord under the Sublease
(including Sublandlord), (b) subject to any offsets or defenses which have
accrued prior to the date of foreclosure which shall be the earliest to occur of
(1) delivery of a trustee's deed following a non-judicial foreclosure, (2)
delivery of a marshal's deed upon sale of the property following entry of
judgment in a judicial foreclosure and/or (3) delivery of a deed in lieu of
foreclosure, unless Subtenant shall have delivered to Agent written notice of
the default which gave rise to such offset or defense and permitted Agent the
same right to cure such default as permitted Sublandlord under the Sublease; (c)
bound by any rent that Subtenant may have paid under the Sublease more than one
month in advance; (d) bound by any amendment or modification of the Sublease
hereafter made without Agent' prior written consent which shall be Sublandlord's
obligation to request and obtain; or (e) responsible for the return of any
security deposit delivered to Sublandlord under the Sublease and not
subsequently received by Agent.
5. If Agent sends written notice to Subtenant to direct its rent
payments under the Sublease to Agent instead of Sublandlord, then Subtenant
agrees to follow the instructions set forth in such written instructions and
deliver rent payments to Agent; however, Sublandlord and Agent agrees that
Subtenant shall be credited under the Sublease for any rent payments sent to
Agent pursuant to such written notice.
6. Subtenant shall give Agent or any successor in interest of Agent
such notices and cure rights as are required under Section 14(c) of the
Sublease.
7. If any legal action, arbitration or other proceeding is commenced to
enforce any provision of this Agreement, the prevailing party shall be entitled
to an award of its actual expenses, including without limitation, expert witness
fees, actual attorneys' fees and disbursements.
8. This Agreement may not be modified other than by an agreement in
writing, signed by the parties hereto or by their respective successors in
interest. Except as herein modified all of the terms and provisions of the
Sublease shall remain in full force and effect. Nothing in this Agreement shall
in any way impair or affect the lien created by the Security Instruments or the
other lien rights of Agent.
9. All notices which may or are required to be sent under this
Agreement shall be in writing and shall be sent by Federal Express (or similar
overnight delivery service) or first-class, certified U.S. mail, postage
prepaid, return receipt requested, and sent to the party at the address
appearing below or such other address as any party shall hereafter inform the
other party by written notice given as set forth below:
C-3
<PAGE> 44
SUBTENANT: OWNER
- ------------------------- --------------------------------
- ------------------------- --------------------------------
- ------------------------- --------------------------------
Attn: Attn:
------------------- --------------------------
AGENT: SUBLANDLORD:
- ------------------------- --------------------------------
- ------------------------- --------------------------------
- ------------------------- --------------------------------
Attn: Attn:
------------------- --------------------------
10. This Agreement shall inure to the benefit of and be binding upon
the parties hereto, their successors in interest, heirs and assigns and any
subsequent owner of the Property.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
OWNER: SUBTENANT:
- --------------------------- ------------------------------
By: By:
------------------------ ---------------------------
Its: Its:
------------------------ --------------------------
AGENT: SUBLANDLORD:
- --------------------------- ------------------------------
By: By:
------------------------ ---------------------------
Its: Its:
------------------------ --------------------------
C-4
<PAGE> 45
STATE OF CALIFORNIA )
) ss
COUNTY OF SAN DIEGO )
On ________________________, before me, ___________________________,
Notary Public, personally appeared __________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
____________________________________ [SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF SAN DIEGO )
On ________________________, before me, ___________________________,
Notary Public, personally appeared __________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
____________________________________ [SEAL]
C-5
<PAGE> 46
STATE OF CALIFORNIA )
) ss
COUNTY OF SAN DIEGO )
On ________________________, before me, ___________________________,
Notary Public, personally appeared __________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
____________________________________ [SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF SAN DIEGO )
On ________________________, before me, ___________________________,
Notary Public, personally appeared __________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
____________________________________ [SEAL]
C-6
<PAGE> 47
EXHIBIT A
All that certain Real Property in the City of Mountain View, County of Santa
Clara, State of California, described as follows:
All of Lot 23, as shown upon that certain Map entitled, "Tract No. 2724
Ellis-Middlefield Industrial Park", which Map was filed for Record in the Office
of the Recorder of the County of Santa Clara, State of California, on June 16,
1960 in Book 121 of Maps, at Pages 40, 41, 42, 43 and 44.
C-A-1
<PAGE> 1
Exhibit 10.53
-1-
FAIRCHILD EXECUTIVE INCENTIVE PLAN
OBJECTIVE AND STRUCTURE.
FSC established the 1997 Executive Officer Incentive Plan Agreement (the
"Plan") effective as of March 11, 1997. This document is an amendment and
complete restatement of the Plan, effective June 1, 1998. Benefits earned with
respect to any Award Period for which an Award is declared on or after that
June 1, 1998 effective date shall be determined and governed exclusively by the
Plan as set forth in this document, or as amended hereafter.
The Plan is designed to help retain executive officers of the Company and
to reward them for contributing to the success and profitability of the Company.
These objectives are accomplished by making incentive awards under the Plan and
providing Participants with a proprietary interest in the growth and performance
of the Company. The Plan is an unfunded plan for a select group of management or
highly compensated employees so as to be substantially exempt from ERISA.
ARTICLE I
Definitions
Whenever used in the Plan, unless otherwise indicated,
the following terms shall have the respective meanings
set forth below:
Award: The amount, if any, to be paid to a Plan Participant
for a particular Award Period.
Award Date: There are two Award Dates for each fiscal year of the
Company. The first is the later of:
(i) sixty (60) days after the end of the Company's
second fiscal quarter, or
(ii) fifteen (15) days after consolidated financial
statements for that fiscal quarter (and through
the first two fiscal quarters of the year) are
completed and accepted by the Company.
The second Award Date is the later of:
(i) sixty (60) days after the end of the Company's
fourth fiscal quarter, or
(ii) fifteen (15) days after consolidated financial
statements for that fiscal quarter (and through
the third and fourth fiscal quarters of the year)
are completed and accepted by the Company.
Award Period: The annual period of performance that precedes the
Award Date and on which the Award is based. Unless
otherwise provided in this Plan, the Award Period
is the Company's fiscal year.
<PAGE> 2
-2-
Base Salary:
The annualized rate of base remuneration payable to the
Participant from the Company as of the end of the applicable
Award Period, excluding all overtime, shift differentials,
bonuses, fringe benefits and extraordinary items.
Company:
FSC Semiconductor Corporation ("FSC") or any corporate
successor or assign which adopts or assumes the Plan. The term
"Employer," as used herein, shall refer to the Company, to
Fairchild Semiconductor Corporation and to any other subsidiary
or affiliate of FSC which adopts the Plan with the approval of
FSC.
Committee:
The Plan administrator shall be a committee consisting of the
Chief Financial and Chief Administrative officers of the
Company. The Committee shall be responsible for the
administration of the Plan, as provided in Article 10 below,
but may delegate routine administrative or clerical duties to
one or more officers or employees of the Company. Only if and
to the extent required to satisfy Rule 16(b)-3 under the
federal Securities and Exchange Act of 1934, as amended, the
Committee shall be the entire Board of Directors of FSC or a
subcommittee designated by that Board consisting of at least
two non-employee members of that Board.
<PAGE> 3
-3-
Disability:
Inability to perform executive-level services for the
Company, combined with eligibility to receive disability
benefits under the standards used by the Company's long-term
disability benefit plan.
Executive:
An officer of the Company or of any Employer who is (or
would be if that employer had a publicly-traded class of
equity securities) subject to regulation under the reporting
and insider liability provisions of Section 16 of the
Securities and Exchange Act of 1934, as amended. Only
Executives shall be eligible to participate in the Plan and
only by selection in accordance with Article 4.
Extraordinary
Occurrence: Events that, in the opinion of the Committee, are beyond
the significant influence of Plan Participants or any
Employer and cause a significant unintended effect, positive
or negative, on Company or Employer operating and financial
results.
Participant:
An Executive who at the time shall be designated as a
Participant in accordance with the provisions of Article 4.
Performance
Goals: Levels of performance shall be set in accordance with one
or more financial and strategic goals developed by the
Committee with respect to any one or more Executives and, if
desired by the Committee, for any division, department, or
other business unit or management group within any Employer.
For each goal, up to five levels of performance may be set,
as follows:
(iii) Threshold--The minimum acceptable level of performance
for Award may be earned on a particular Performance Goal;
generally, achieving 50% or more of the Target level
performance.
which an
<PAGE> 4
-4-
(iv) Target--Good performance, usually set at a level equal to
the Strategic Business Plan for financial measures (i.e.,
achieving 100% of the goal), reflecting a degree of
difficulty which has a reasonable probability of
achievement.
(v) Stretch--Better than Target performance and reflecting a
degree of difficulty with only a moderate probability of
achievement; generally, achieving at least 150% of the
Target level of performance.
(vi) Best Expected--Exceptional performance far exceeding the
Target level because of the great degree of difficulty and
the limited probability of achievement; generally, achieving
at least 200% of the Target level of performance.
(vii) Beyond Best Expected--Extraordinary performance; generally
achieving at least 250% of the Target level of performance
or 125% of the Best Expected level, whichever is greater.
A Participant's Award shall be determined, when applicable, based on a
weighted average level of performance for all Performance Goals
applicable to that Participant for the Award Period, in accordance
with Articles 5 and 6.
Target Award:
The Award, expressed as a percentage of Base Salary, that may be
earned by a Participant for achievement of the Target level of
performance.
ARTICLE 2
Effective Date
The Plan was originally established effective on March 11, 1997, which was
the
<PAGE> 5
-5-
closing date of the reorganization of the three Fairchild divisions of National
Semiconductor Corporation (the Discrete, Logic and Memory divisions) pursuant
to the Agreement and Plan of Recapitalization between Sterling Holding Company,
LLC and National Semiconductor Corporation, dated January 31, 1997. This
amendment and complete restatement of the Plan is effective June 1, 1998 and
applies to any Award declared on or after that date.
ARTICLE 3
Eligibility Conditions
A. Eligibility. Eligible Executives must be selected and approved by the
Committee as a condition for participation in the Plan. A list of Participants,
as in effect from time to time, shall be maintained as attached Schedule A to
the Plan.
The nomination and approval process shall apply anew for each Award
Period, but only Executives whose participation status has changed (i.e., new
Participants and dropped Participants) shall be notified of that change in
their status under the Plan. Participants will be notified of their Target
Award level during their initial Award Period and will be notified of
subsequent changes in that level as appropriate.
Newly hired and newly promoted Executives who are approved for
participation shall commence participation in the Plan as of the effective date
set by the Committee when their participation was approved. Participants who
commence participation effective after an Award Period has started shall
receive a prorated Award for that Award Period based on their relative length
of time of participation in the Plan for that Award Period.
A Participant who is no longer an Executive in a position covered by the
Plan, or who has been and remains dropped from participation in the Plan, as of
the last day of an Award Period will not be eligible for any Award under the
Plan for that Award Period, except as provided in Article 7 below.
B. Target Award Levels. Each Participant will be assigned one or more
Target Award levels, each expressed as a percentage of Base Salary. Target
Award levels may vary between Participants, regardless of their position.
Target Award levels shall be set forth in attached Schedule A, as in effect
from time to time.
In the event that a Participant changes positions during an Award Period
(whether due to promotion, demotion or other reasons) and the change causes a
change in his or her Target Award level, his or her Award Period shall be based
on the Target Award level attributable to his or her position as of the close
of the Award Period, without regard to any other levels in which he or she
participated during the Award Period, except as provided in Section 5.F. below.
The Committee has sole discretion to change any Participant's Target Award
level up or down, even absent a change in the Participant's position, to another
Target Award level. In that event, the Participant's Award for that Award
Period will be based on the Target Award level in effect for him or her as of
the close of the Award Period, without regard to any other Target Award level
is which he or she participated during the Award Period.
C. Calculation. Awards under the Plan will be calculated using the
Participant's Base Salary in effect at the end of the Award Period.
Participants who take an unpaid leave of absence during an Award Period will
have their Awards for that Award Period reduced on a prorata basis to reflect
the proportionate duration of that absence within the Award Period, except as
otherwise required by applicable law.
D. Payment. Awards under the Plan will be paid in cash on or about each
annual Award Date for which an Award is declared by the Committee. However,
Participants are eligible to elect to defer payment of their Award in
accordance with the terms of Article 8 below.
<PAGE> 6
-6-
ARTICLE 4
Plan Performance Goals
A. Purpose. While the Target Award level a Participant is eligible for
relates to the percentage of Base Salary the Participant may receive as a cash
Award under the Plan, the proportion of the Target Award level that becomes
payable as an Award depends upon financial performance relative to the
applicable Performance Goal(s) for the Award Period. Thus, the Company's Board
of Directors will establish Performance Goals for each Award Period. The
Performance Goals may include Employer-wide, multiEmployer-wide and business
unit-targeted goals for financial performance, which may vary between
Participants and between business units as such business units are selected and
defined for this purpose by that Board. Those Performance Goals, as established
from time to time, will be set forth in attached Schedule B, which is hereby
incorporated as part of the Plan.
B. Levels. Each Performance Goal will have a defined Threshold, Target and
Stretch level of performance. Best Expected and Beyond Best Expected levels of
performance may also be declared for one or more Performance Goals in the
discretion of the Committee. Generally speaking, achievement of a Threshold
level of performance will earn an Award of 50% of the Target Award level;
achievement of a Target level of performance will earn an Award of 100% of the
Target Award level; achievement of a Stretch level of performance will earn an
Award of 150% of the Target Award level; achievement of a Best Expected level of
performance will earn an Award of up to 200% of the Target Award level for that
Award Period; and achievement of a Beyond Best Expected level of performance
will earn an Award of up to 250% of the Target Award level for that Award
Period; subject to Plan conditions, limits and adjustments.
C. Multiple Goals and Weighting. A Participant may be subject to multiple
Performance Goals. The Committee will determine the weighting of each
Performance Goal in order to determine the overall level of performance such
Participant will be credited with for the Award Period. The weighted average of
the scoring on the applicable Performance Goals, as calculated by the Committee,
will determine the performance level for each Participant.
D. Interpolating Awards. As a general rule, a Threshold performance level
must be achieved in order for any Awards to be paid, but the Committee has
discretion both to declare Awards even if the Threshold level of performance is
not met and not to declare Awards even if the Threshold level of performance is
met. In the former case an Award of less than 50% of the Target Award level
could be declared. If performance falls between two established levels, the
Committee will decide how much of an Award to declare. For example, a level of
<PAGE> 7
-7-
performance that exceeded the Target level but did not reach the Stretch level
could generate an Award anywhere from 100% to 150% of the Target Award level,
to be determined in the Committee's discretion. If performance in excess of the
Stretch level is achieved, an Award may be declared at the Best Expected
performance level, which could be up to 200% of the Target Award level, but
payment of Awards beyond the Stretch (150% of Target Award) level is subject to
Committee discretion.
E. Extraordinary Events. Under exceptional circumstances, revisions to
Performance Goals may be made by the Committee, with Board approval, during the
Award Period if the business environment or key planning assumptions change
significantly from conditions assumed at the start of the Award Period. In
addition, Performance Goals, performance scales, and Awards may be adjusted in
the event the Committee determines there has been an Extraordinary Occurrence
during the Award Period that:
(i) affects one or more Performance Goals;
(ii) unreasonably distorts Award calculations; or
(iii) results in undue benefit or detriment to any Plan Participants.
Adjustments under the preceding sentence will be made solely for the purpose of
neutralizing the effect of the Extraordinary Occurrence.
F. Participant Moves. In the event that a Participant changes Employers
or business units during the Award Period, the Participant's goals will be
changed, if necessary, to reflect that of the new Employer or business unit. The
Participant's Award, if any, will then be prorated to reflect both:
(i) the performance achieved by and Targets assigned to each
Employer or business unit the Participant belonged to during the
Award Period, and
(ii) the length of time the Participant spent with each Employer or
business unit during the Award Period.
<PAGE> 8
- 8 -
ARTICLE 5
Calculation and Payment of Awards
A. Calculation of Awards. A Participant's Award will be calculated as a
percentage of his or her Base Salary.
B. Noteworthy Adjustments. For noteworthy cases the Committee has
discretion to adjust the Awards for selected individuals based on
recommendations of Company management that such individual(s) or group
contributed significantly more or less toward the performance score for the
Company or any other performance group.
C. Payment. Awards, if any, will be paid in cash on or about each Award
Date for which an Award is declared, subject to deferral rights under Article 8
below. A Participant on leave of absence (whether paid or unpaid) on the Award
Date will not receive his or her Award unless and until he or she returns from
the leave of absence.
<PAGE> 9
-9-
ARTICLE 6
Termination of Employment
A. Effect of Termination. Termination of employment before the close of
an Award Period shall disqualify a Participant from eligibility for an Award
for that Award Period only if the termination is voluntary (done at the
Participant's behest, not at the Company's) or is "for cause" as described in
Section 7.C. below. Thus, a Participant who incurs an involuntary termination
that is not "for cause" will remain eligible for an Award for the Award Period
in which his or her employment ends. Termination of employment due to the
Participant's retirement, death or Disability shall be considered involuntary
for purposes of the Plan.
B. Surviving Beneficiaries. Unless local law or regulation provides
otherwise, payment of Awards made upon termination of employment by death, or
on behalf of a Participant who dies prior to receiving the Award, shall be made
on the Award Date to:
(i) any surviving beneficiaries designated by the Participant
(in equal shares to each, unless otherwise designated
by the Participant); if none, then
(ii) to a legal representative of the Participant; if none,
then
(iii) to the person(s) entitled thereto as determined by a
court of competent jurisdiction.
The written consent of the Participant's spouse shall be required before the
designation of a beneficiary other than that spouse will be valid.
C. Termination for Cause.
Notwithstanding any other provisions of the Plan to the contrary, the
right of a Participant to receive an Award under the Plan shall be forfeited if
the Participant's employment is terminated for cause. For this purpose, the
term "cause" shall mean that the Board of Directors of FSC (where the
President, Chief Financial Officer or Chief Administrative Officer of FSC is
being terminated) or the Committee (in all other cases) has determined, in its
sole judgment, that any one or more of the following has occurred:
(i) The Participant is considered to have engaged in conduct
that has had or could have an adverse effect on an Employer,
including (but not limited to): endangering the welfare of
the public or other employees; misappropriation or misuse of
Employer funds, property or confidential information;
interference with any of the Employer's relationships with
customers, suppliers and others; insubordination; gross
negligence; dishonesty or criminality;
(ii) The Participant is considered to have breached any material
terms and conditions of employment, such as any Employer
policy regarding safety, security, confidentiality,
courtesy, attendance, new ideas or inventions, other
business activity, or any other Employer policy deemed
material under the circumstances;
(iii) The Participant is considered to have breached, in any
material respect, any agreement with the Employer
(including affiliates and business units) regarding any
terms and conditions relating to his employment or
separation from employment; or
(iv) For reasons of poor job performance, attitude, lack of
skills or other inability to perform the duties expected
of him in a satisfactory manner, it is determined at an
appropriate level by the Employer that the Participant's
employment should not continue.
A Participant's Award will be forfeited for any of the reasons in (i) through
(iii) above regardless of whether such conduct by the Participant is discovered
prior to or subsequent to the Participant's termination of employment or
payment of an Award. If an Award has been paid in connection with a termination
for cause or under any other circumstances where the recipient was not entitled
to all or part of the Award, it shall be repaid (or the excess portion shall be
repaid) to the Company, upon request, by the Participant.
<PAGE> 10
-10-
ARTICLE 7
Deferral of Awards
A. Timing. Except to the extent prohibited by applicable law
<PAGE> 11
-11-
and regulations, a Participant may elect to make an irrevocable election to
defer receipt of all or any portion of any Award in accordance with this Article
8. Such Notice of Deferral Election must be completed at least thirty (30) days
before the end of the Award Period. Notices of Deferral Election are not
self-renewing and must be completed for each Award Period if deferral if desired
for the applicable Award Period.
B. Deferral Accounts. For each Participant who elects a deferral, the
Company will establish and maintain book entry accounts which will reflect the
deferred Award and any interest credited to the Participant's account. Each
Participant with a deferral account under this Article shall have an unsecured
claim for benefits from the Company, in accordance with Section 8.J. below. The
Company shall, if it so desires, be entitled to reimbursement from any Employer
for any benefits paid under this Plan to, or on behalf of, any Executive who is
or was employed by that Employer.
C. Interest. For deferred Awards, Participant deferral accounts will be
credited on each Award Date with the annual rate of return earned by the
Fidelity U.S. Bond Index Fund for the most recent annual Fund year (or other
appropriate annual measuring period), ending on or before that Award Date, as
determined by the Committee based on such reports as it shall find acceptable
from time to time. If a Participant's Award is distributed on other than an
Award Date, the Participant's Account will be credited with interest until the
date of distribution.
D. Distribution. A Participant will become entitled to receive any deferred
Award, plus credited interest thereon, as of the earlier of the Participant's
termination of employment for any reason (including, but not limited to,
Disability, sale of the Participant's business unit, or death) or a date
pre-selected more than twelve (12) months in advance by the Participant. The
account balance will be paid in a lump sum in the month following the earlier of
the Participant's termination of employment for any
<PAGE> 12
-12-
reason or the pre-selected date, unless installment payments have been elected
by the Participant. To elect installment payments, a Participant who has
previously elected to defer an Award may irrevocably elect (such election to be
valid only if made more than twelve (12) months prior to the Participant's
termination of employment date) to have the balance of the deferred Award, plus
credited interest thereon, paid to the Participant in periodic annual
installments over a period of not more than ten (10) years. Payments shall
commence in the month following the Participant's termination of employment and
shall be made annually by the Company on a day each year that is within thirty
(30) days of the anniversary of the Participant's termination of employment. If
a Participant has requested installment payments and dies either before or
after distribution has begun, the unpaid balance will be paid in a lump sum in
the month following the Participant's death.
E. Hardship. Payment of part or all of any deferred Awards may be
accelerated in the case of severe hardship, which shall mean an emergency or
unexpected situation in the Participant's financial affairs, including, but not
limited to, illness or accident involving the Participant or any of the
Participant's dependents. All payments in case of hardship must be specifically
approved by the Committee.
F. Loans. No Participant may borrow against his or her account.
G. Beneficiaries. Except to the extent prohibited by applicable law and
regulations, the Participant may designate one or more beneficiaries to receive
distribution from the Participant's deferral account in the event of the
Participant's death. The Participant's beneficiary may be changed without the
consent of any prior beneficiary, except as follows: if the Participant is
married at the time of designation, the Participant's spouse must consent to the
beneficiary designation and the Participant's spouse must consent to any
subsequent change in beneficiary. If no
<PAGE> 13
-13-
beneficiary is chosen or the beneficiary does not survive the Participant, the
Award will be paid in accordance with Section 8.C. of the Plan or as otherwise
required by applicable law or regulation.
H. Status of Plan. This Plan constitutes an unfunded plan of deferred
compensation. As such, any amounts payable hereunder will be paid out of the
general corporate assets of the Company and shall not be transferred into a
trust or otherwise set aside. All accounts under the Plan will be for
bookkeeping purposes only and shall not represent a claim against specific
assets of the Company. The Participant will be considered a general creditor of
the Company and the obligation of the Company is purely contractual and shall
not be funded or secured in any way.
ARTICLE 8
INTERPRETATIONS AND RULE-MAKING
The Committee shall have the right and power to exercise the following
duties, in its sole discretion:
(i) interpret the provisions of the Plan,
and resolve questions thereunder, which
interpretations and resolutions shall be
final and conclusive;
(ii) adopt such rules and regulations with regard
to the administration of the Plan as it deems
necessary in its discretion; and
<PAGE> 14
-14-
(iii) generally take all action to administer the operation of the
Plan.
The Committee may delegate any of its rights and duties under this Plan to
one or more officers or employees of the Company, or to an outside service
provider, but Section 11.F. below shall not apply to any such outside service
provider.
ARTICLE 9
Declaration of Incentives, Amendment or Discontinuance
The Company's Board of Directors, acting within its sole discretion, may:
(i) determine, on or before an Award Date, not to make Awards,
and to modify the amount of any Award, to any or all
Participants for the related Award Period; provided such
action is taken only as needed to protect the Company's
financial position or to discipline a Participant for
work-related misconduct;
(ii) make any written modification or amendment to the Plan for
any or all Participants; or
(iii) discontinue the Plan for any or all Participants.
Any amendment or termination of the Plan shall be in writing and adopted by
action of that Board, approved by a majority of its members.
ARTICLE 10
Miscellaneous
A. Except through beneficiary designations, no right or interest in the
Plan is transferable or assignable except by will or the laws of descent and
distribution.
<PAGE> 15
-15-
B. Participation in this Plan does not guarantee any right to
continued employment, and the Employers reserve the right to dismiss
Participants for any reason whatsoever. Participation in the Plan for any Award
Period does not guarantee the Participant the right to participation in the
Plan for any subsequent Award Period.
C. The Company shall deduct from all Awards under this Plan any taxes
or other amounts required by law to be withheld with respect to Award payments.
Employment taxes, such as FICA and FUTA, shall be deducted from Participants'
deferred accounts as of the close of each taxable year as and to the extent
required by applicable law and regulations.
D. Maintenance of financial information relevant to measuring
performance during the Award Period will be the responsibility of the Chief
Financial Officer of the Company.
E. The provisions of the Plan shall not limit, or restrict, the right
or power of the Company's Board of Directors to adopt such other plans or
programs, or to make salary, bonus, incentive, or other payments, with respect
to compensation of Executives, as in its sole judgment it may deem proper.
F. No member of the Committee or the Company's Board of Directors, nor
any officer, employee, or agent of the Company, shall have any liability to any
person, firm, or corporation based on or arising out of this Plan.
<PAGE> 16
-16-
G This Plan shall be governed by the laws of the State of Maine.
IN WITNESS WHEREOF, this amendment and complete restatement of the
Fairchild Executive Incentive Plan, having been first duly adopted, is hereby
executed below on this day of , 1998, to take effect on June 1,
1998 as provided herein.
FSC SEMICONDUCTOR CORPORATION
By:
----------------------------------------
ADMINISTRATIVE COMMITTEE
By:
----------------------------------------
By:
----------------------------------------
<PAGE> 17
FAIRCHILD EXECUTIVE INCENTIVE PLAN
Schedule A--As Effective June 1, 1998
List of Participants and Target Award Levels
List of Participants and Target Award Levels
<TABLE>
<CAPTION>
Name of Participant Title Target Award Level*
- ------------------- ----- -------------------
<S> <C> <C>
Kirk P. Pond President and CEO 90%
Joseph R. Martin Executive Vice President and 65%
Chief Financial Officer
Daniel E. Boxer Executive Vice President, 60%
Chief Administrative Officer,
General Counsel and Secretary
W. Wayne Carlson General Manager and 50%
Executive Vice President
Jerry Baker General Manager and 50%
Executive Vice President
Keith Jackson General Manager and 50%
Executive Vice President
Darrell Mayeux Senior Vice President- 50%
Worldwide Sales
</TABLE>
* As a percentage of Base Salary
<PAGE> 18
FAIRCHILD EXECUTIVE INCENTIVE PLAN
Schedule B--As Effective June 1, 1998
Performance Goals
<PAGE> 19
FAIRCHILD
EXECUTIVE INCENTIVE PLAN
Amended and Restated Effective June 1, 1998
<PAGE> 20
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Page
Objective and Structure 1
Article 1. Definitions 1
Article 2. Effective Date 4
Article 3. Eligibility Conditions 4
A. Eligibility 4
B. Target Award Levels 4
C. Calculation 5
D. Payment 5
Article 4. Performance Goals 5
A. Purpose 5
B. Levels 6
C. Multiple Goals and Weighting 6
D. Interpolating Awards 6
E. Extraordinary Events 6
F. Participant Moves 7
Article 5. Calculation and Payment of Awards 7
A. Calculation of Awards 7
B. Noteworthy Adjustments 7
C. Payment 7
Article 6. Termination of Employment 8
A. Effect of Termination 8
B. Surviving Beneficiaries 9
C. Termination for Cause 9
Article 7. Deferral of Awards 10
A. Timing 10
B. Deferral Accounts 10
C. Interest 10
D. Distribution 10
E. Hardship 11
F. Loans 11
G. Beneficiaries 11
H. Status of Plan 12
Article 8. Interpretations and Rule-Making 12
</TABLE>
<PAGE> 21
-23-
Article 9. Declaration of Incentives, Amendment or Discontinuance 12
Article 10. Miscellaneous 13
Schedule A - List of Participants and Target Award Levels
Schedule B - Performance Goals
<PAGE> 1
EXHIBIT 10.54
-----------------------------------------------------------------
SECURITIES PURCHASE AND HOLDERS AGREEMENT
By and Among
FSC SEMICONDUCTOR CORPORATION,
STERLING HOLDING COMPANY, LLC,
NATIONAL SEMICONDUCTOR CORPORATION,
and
MANAGEMENT INVESTORS
Dated as of March 11, 1997
-----------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
Page
----
Background................................................................... 1
Terms .................................................................... 2
ARTICLE I PURCHASE OF SECURITIES................................. 2
1.1 Designation of Management Investors.................... 2
1.2 Purchase of Securities................................. 2
1.3 Closing................................................ 2
1.4 Conditions to Management Investor's Obligations........ 3
1.5 Conditions to the Company's Obligations................ 3
ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
COMPANY................................................ 4
2.1 Representations and Warranties of the Company.......... 4
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF
INVESTORS.............................................. 5
3.1 Representations, Warranties and Covenants of
Each Investor.......................................... 5
3.2 Management Investor Representations and
Warranties............................................. 5
3.3 Legend................................................. 6
3.4 Restrictions on Transfers of Securities................ 7
3.5 Notation............................................... 9
ARTICLE IV OTHER COVENANTS AND REPRESENTATIONS.................... 9
4.1 Observers' Rights...................................... 10
4.2 Financial Statements and Other Information............. 10
4.3 Regulatory Compliance Cooperation...................... 11
4.4 Sale of the Company.................................... 12
4.5 Tag-Along.............................................. 13
4.6 Preemptive Rights...................................... 15
4.7 Affiliate Transactions................................. 16
4.8 Subsequent Management Investors........................ 17
ARTICLE V CORPORATE ACTIONS...................................... 18
5.1 Certificate of Incorporation and Bylaws................ 18
5.2 Directors and Voting Agreements........................ 18
5.3 Right to Remove Certain of the Company's
Directors.............................................. 19
- i -
<PAGE> 3
Page
----
5.4 Right to Fill Certain Vacancies in Company's
Board.................................................. 19
5.5 Directors of Fairchild and Voting Agreements........... 19
5.6 Amendment of Certificate and Bylaws.................... 19
5.7 Termination of Voting Agreements....................... 20
5.8 Officers............................................... 20
ARTICLE VI ADDITIONAL RESTRICTIONS ON TRANSFERS OF
INCENTIVE SECURITIES HELD BY MANAGEMENT
INVESTORS.............................................. 20
6.1 Certain Definitions.................................... 20
6.2 Restrictions on Transfer............................... 21
6.3 Purchase Option........................................ 23
6.4 Involuntary Transfers.................................. 28
6.5 Purchaser Representative............................... 29
6.6 Section 83(b) Elections................................ 29
6.7 Termination of Restrictions on Incentive
Securities............................................. 29
ARTICLE VII REGISTRATION RIGHTS.................................... 29
ARTICLE VIII DEFINITIONS............................................ 30
ARTICLE IX MISCELLANEOUS.......................................... 31
9.1 Amendment and Modification............................. 31
9.2 Survival of Representations and Warranties............. 31
9.3 Successors and Assigns; Entire Agreement............... 32
9.4 Separability........................................... 32
9.5 Notices................................................ 32
9.6 Governing Law.......................................... 34
9.7 Headings............................................... 34
9.8 Counterparts........................................... 34
9.9 Further Assurances..................................... 34
9.10 Termination............................................ 34
9.11 Remedies............................................... 34
9.12 Party No Longer Owning Securities...................... 34
9.13 No Effect on Employment................................ 34
9.14 Pronouns............................................... 34
- ii -
<PAGE> 4
EXHIBITS
Exhibit A-1 Certificate of Incorporation of the Company
Exhibit A-2 Bylaws of the Company
Exhibit A-3 Certificate of Incorporation of Fairchild
Exhibit A-4 Bylaws of Fairchild
Exhibit B Registration Rights Agreement
Exhibit C NSC Note
Exhibit D Side Letter
SCHEDULES
Schedule I Management Investors; Management Securities
- iii -
<PAGE> 5
SECURITIES PURCHASE AND HOLDERS AGREEMENT
SECURITIES PURCHASE AND HOLDERS AGREEMENT, dated March
11, 1997 (the "Agreement"), by and among FSC SEMICONDUCTOR CORPORATION, a
Delaware corporation (the "Company"), STERLING HOLDING COMPANY, LLC, a Delaware
limited liability company ("Sterling"), NATIONAL SEMICONDUCTOR CORPORATION, a
Delaware corporation ("NSC"), and the individuals and trust(s) listed as
"Management Investors" on Schedule I hereto (collectively, the "Management
Investors"). As used herein, Sterling, NSC and the Management Investors are
sometimes referred to individually as an "Investor" and collectively as the
"Investors."
Background
A. NSC and Sterling are parties to an Agreement and
Plan of Recapitalization dated January 24, 1997 (the "Recap Agreement") pursuant
to which, NSC is selling certain assets and assigning certain liabilities
relating to the Business (as defined in the Recap Agreement) to Fairchild
Semiconductor Corporation ("Fairchild"), a wholly-owned subsidiary of the
Company, Fairchild is purchasing such assets and assuming such liabilities, and
Sterling and Management Investors are acquiring certain securities of the
Company.
B. The authorized capital stock of the Company
consists of shares of the Company's Class A Common Stock, par value $.01 per
share ("Class A Common Stock"), the Company's Class B Common Stock, par value
$.01 per share ("Class B Common Stock" and collectively with the Class A Common
Stock, the "Common Stock") (collectively hereinafter referred to as the "Common
Stock" or "Shares"), and the Company's Series A 12% Cumulative Compounding
Preferred Stock, par value $.01 per share ("Preferred Stock").
C. The Recap Agreement provides that Sterling may
designate members of management of the Business (as defined in the Recap
Agreement) to purchase certain of the Class A Common Stock and Preferred Stock
to be acquired by Sterling under the Recap Agreement and Sterling desires to
designate Management Investors (including the trusts described in D. immediately
below) as such Persons and Management Investors desire to purchase the shares of
Class A Common Stock and Preferred Stock listed opposite their names on Schedule
I.
D. Elections by any individual Management Investor to
purchase the shares referred to in C. immediately above shall be deemed to be
satisfied, for purposes of this Agreement, by the
<PAGE> 6
purchase of the shares by (i) the trustee of the Trust Under the National
Semiconductor Corporation Deferred Compensation Plan (the "Rabbi Trust"), dated
March 11, 1997 by and between National Semiconductor Corporation and H.M. Payson
& Co., which is being assumed by Fairchild from NSC, and (ii) Key Trust Company,
N.A., as trustee of the Pierce Atwood 401(k) Profit Sharing Plan F.B.O. Daniel
E. Boxer (collectively, the "Trust Management Investors"). The trustees of the
Trust Management Investors are permitted and authorized to acquire and hold such
shares.
E. As used herein, the term "Securities" shall mean the
Preferred Stock and Common Stock held beneficially or of record by any party
hereto, including shares of Common Stock and all other securities of the Company
(or a successor to the Company) received on account of ownership of the
Preferred Stock and Common Stock, including all securities issued in connection
with any merger, consolidation, stock dividend, stock distribution, stock split,
reverse stock split, stock combination, recapitalization, reclassification,
subdivision, conversion or similar transaction in respect thereof.
F. The Investors and the Company wish to set forth certain
agreements regarding their future relationships and certain rights and
obligations with respect to the Securities.
Terms
In consideration of the mutual covenants contained
herein and intending to be legally bound hereby, the parties hereto
agree as follows:
ARTICLE I
PURCHASE OF SECURITIES
1.1 Designation of Management Investors. Sterling
designates the Management Investors as the "Management Investors" under the
Recap Agreement and designates the number of shares of Class A Common Stock and
the number of shares of Preferred Stock set forth opposite each Management
Investor's name on Schedule I (collectively, the "Management Securities") hereto
as the Securities that such Management Investor will purchase at the closing of
the transactions contemplated by the Recap Agreement (the "Recap Closing"),
which Securities Sterling would otherwise have purchased.
- 2 -
<PAGE> 7
1.2 Purchase of Securities. Subject to the terms and
conditions set forth herein, at the Closing the Company will issue and sell to
each of the Management Investors, and each of the Management Investors will
purchase, such Management Investor's Management Securities at a purchase price
of $.50 per share of Class A Common Stock, and $1,000 per share of Preferred
Stock.
1.3 Closing. The closing of the purchase and sale of the
Management Securities (the "Closing") will take place on the date of the Recap
Closing (the "Closing Date"). At the Closing, the Company will deliver to each
Management Investor certificates evidencing the number of shares of Class A
Common Stock and the number of shares of Preferred Stock to be purchased by such
Management Investor, against payment of the purchase price therefor by wire
transfer of immediately available funds or by certified check; provided,
however, that the trustee of each Trust Management Investor shall purchase said
trust's shares of Management Securities, as designated on Schedule I or by
written notice from Fairchild or said trustee delivered to the Company prior or
at the Closing.
1.4 Conditions to Management Investor's Obligations. The
obligation of each Management Investor to purchase such Management Investor's
Management Securities at the Closing is subject to the satisfaction on or prior
to the Closing Date of the following conditions:
(a) The representations and warranties of the Company set
forth in Article II shall be true and correct in all material respects on and as
of the Closing Date as though then made, and all covenants of the Company set
forth in Article I required to be performed on or prior to the Closing shall
have been performed in all material respects.
(b) The Company's Certificate of Incorporation and Bylaws
shall be substantially in the forms of Exhibits A-1 and A- 2, respectively.
(c) The Company shall have delivered to each of the
Management Investors certificates for the Management Securities being purchased
by such Management Investor.
(d) The conditions to the Recap Closing shall have been
satisfied or waived.
- 3 -
<PAGE> 8
(e) All corporate and other proceedings, if any, taken or
to be taken by the Company in connection with the transactions contemplated
hereby shall have been taken.
(f) The Rabbi Trust shall be funded on the Closing Date
with all benefits which have been deferred and made payable into said trust by
prior action of the individual Management Investors in accordance with the
National Semiconductor Corporation Deferred Compensation Plan.
1.5 Conditions to the Company's Obligations. The obligations
of the Company to issue and sell the Management Securities to each Management
Investor as set forth herein at the Closing are subject to the satisfaction on
or prior to the Closing of the following conditions:
(a) The representations and warranties of each Investor
set forth in Article III shall be true and correct in all material respects at
and as of the Closing Date as though then made, and all covenants of each
Investor required to be performed at or prior to the Closing shall have been
performed in all material respects.
(b) The conditions to the Recap Closing shall have been
satisfied or waived.
(c) Such Management Investor shall have delivered the
purchase price required of such Management Investor pursuant to this Article I.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE COMPANY
2.1 Representations and Warranties of the Company. The Company
represents and warrants to, and covenants and agrees with, each of the Investors
as follows:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
- 4 -
<PAGE> 9
(b) The Company has all requisite corporate power and
corporate authority to execute, deliver and perform this Agreement and to
consummate the transactions provided for herein without the need for the consent
of any other Person.
(c) The execution, delivery and performance by the Company
of this Agreement and the consummation by the Company of the transactions
contemplated hereby, including, but not limited to, the issuance and sale of the
Securities to be issued by it, and this Agreement constitutes the valid and
binding obligations of the Company, enforceable against the Company in
accordance with the terms hereof.
(d) The Securities when issued in compliance with the
provisions of this Agreement will be validly issued, fully paid and
non-assessable.
(e) As of the Closing, the authorized capital stock of the
Company will consist of (i) 30,000,000 shares of Class A Common Stock, of which
7,300,000 shares will be issued and outstanding immediately after the Closing;
(ii) 30,000,000 shares of Class B Common Stock, of which 8,300,000 shares will
be issued and outstanding immediately after the Closing and (iii) 70,000 shares
of Preferred Stock, of which 70,000 shares will be issued and outstanding
immediately after the Closing. As of the Closing, there will be no rights,
subscriptions, warrants, options, conversion rights, or agreements of any kind
outstanding to purchase from the Company, or otherwise require the Company to
issue, any shares of capital stock of the Company or securities or obligations
of any kind convertible into or exchangeable for any shares of capital stock of
the Company; provided, however, that the Company has authorized an employee
stock option plan authorizing the issuance of options or restricted stock for up
to 5% of the Common Stock on a fully-diluted basis; the Company will not be
subject to any obligation (contingent or otherwise) to repurchase or otherwise
acquire or retire any shares of its capital stock; and the shares of Common
Stock and Preferred Stock held by the Investors will constitute all of the
outstanding shares of the Company's capital stock.
- 5 -
<PAGE> 10
ARTICLE III
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF INVESTORS
3.1 Representations, Warranties and Covenants of Each
Investor. Each of the Investors severally represents and warrants to, and
covenants and agrees with, the Company that such Investor has the requisite
legal right, power and authority (including, if applicable, the due
authorization by all necessary corporate action) to enter into this Agreement
and to perform such Investor's obligations hereunder and to consummate the
transactions provided for herein without the need for the consent of any other
Person; and this Agreement has been duly authorized, executed and delivered and
constitutes the valid and binding obligation of such Investor enforceable
against such Investor in accordance with the terms hereof.
3.2 Management Investor Representations and Warranties. Each
Management Investor (other than the Trust Management Investors, which are
representing and warranting as to paragraphs (a), (b), (e) and (f) only)
severally represents and warrants to the Company and the other Investors that:
(a) The Securities are being purchased by such Management
Investor for investment, and not with a view to any distribution thereof that
would violate the Securities Act of 1933, as amended (the "Securities Act"), or
the applicable state securities laws of any state; and such Management Investor
will not distribute the Securities in violation of the Securities Act or the
applicable securities laws of any state.
(b) Such Management Investor understands that the
Securities have not been registered under the Securities Act or the securities
laws of any state and must be held indefinitely unless subsequently registered
under the Securities Act and any applicable state securities laws or unless an
exemption from such registration becomes or is available.
(c) Such Management Investor is financially able to hold
the Securities for long-term investment, believes that the nature and amount of
the Securities being purchased are consistent with such Management Investor's
overall investment program and financial position, and recognizes that there are
substantial risks involved in the purchase of the Securities.
- 6 -
<PAGE> 11
(d) Such Management Investor confirms that (i) such
Management Investor is familiar with the business of the Company and Fairchild,
(ii) such Management Investor has had the opportunity to ask questions of the
officers and directors of the Company and Fairchild and to obtain (and that such
Management Investor has received to its satisfaction) such information about the
business and financial condition of the Company and Fairchild as it has
reasonably requested, and (iii) such Investor, either alone or with such
Investor's representative (as defined in Rule 501(h) promulgated under the
Securities Act), if any, has such knowledge and experience in financial and
business matters that such Management Investor is capable of evaluating the
merits and risks of the prospective investment in the Securities.
(e) Such Management Investor's residence, business
address, business and residence telephone numbers and social security number or,
in the case of each Trust Management Investor, its business address, telephone
number and taxpayer identification number, are as set forth below his, her or
its signature to this Agreement.
(f) In formulating a decision to enter into this
Agreement, such Management Investor has relied solely upon (i) the provisions of
this Agreement, and (ii) except in the case of the Trust Management Investors,
an independent investigation of the Company's and Fairchild's business and upon
consultations with his or her legal and financial advisers with respect to this
Agreement and the nature of his, her or its investment; and that in entering
into this Agreement no reliance was placed by any such Management Investor upon
any representations or warranties other than those contained in this Agreement.
3.3 Legend. The certificates representing the Securities shall
bear the following legend in addition to any other legend required under
applicable law:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF WITHOUT
REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
- 7 -
<PAGE> 12
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO
SUBJECT TO THE TERMS AND CONDITIONS OF A SECURITIES PURCHASE
AND HOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERS
SPECIFIED THEREIN, DATED AS OF MARCH 11, 1997, A COPY OF WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.
THE SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE
SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE
SECURITIES ARE TRANSFERABLE OR OTHERWISE DISPOSABLE ONLY UPON
PROOF OF COMPLIANCE THEREWITH.
3.4 Restrictions on Transfers of Securities.
The following restrictions on Transfer shall apply to all
Securities owned by any Restricted Investor. As used herein, "Restricted
Investor" shall mean any Investor or Permitted Transferee (except a Permitted
Transferee by virtue of Section 3.4(b)(iv) hereof):
(a) No Restricted Investor shall Transfer (other than in
connection with a redemption or purchase by the Company which shall in any event
be subject to Section 3.4(c)) any Securities unless (i) such Transfer is to a
Person approved in advance in writing by the holders of at least fifty percent
(50%) of the outstanding Common Stock then held by the Restricted Investors
(including shares held by the transferor), (ii) such Transfer complies with the
provisions, if applicable, of Sections 4,4, 4,5 and 4.6, this Section 3.4, and,
in addition, in the case of Incentive Securities, Article VI of this Agreement
and (iii) such Transfer is not prohibited by Section 3.4(c). Any purported
Transfer in violation of this Agreement shall be null and void and of no force
and effect and the purported transferee shall have no rights or privileges in or
with respect to the Company. As used herein, "Transfer" includes the making of
any sale, exchange, assignment, hypothecation, gift, security interest, pledge
or other encumbrance, or any contract therefor, any voting trust or other
agreement or arrangement with respect to the transfer of voting rights or any
other beneficial interest in any of the Securities, the creation of any other
claim thereto or any other transfer or disposition whatsoever, whether voluntary
or involuntary, affecting the right, title, interest or possession in or to such
Securities.
Prior to any proposed Transfer of any Securities, the
holder thereof shall give written notice to the Company describing the manner
and circumstances of the proposed
- 8 -
<PAGE> 13
Transfer accompanied by a written opinion of legal counsel, addressed to the
Company and the transfer agent, if other than the Company, and reasonably
satisfactory in form and substance to each addressee, to the effect that the
proposed Transfer of the Securities may be effected without registration under
the Securities Act and applicable state securities laws. Each certificate
evidencing the Securities transferred shall bear the legends set forth in
Section 3.3, except that such certificate shall not bear such legend if the
opinion of counsel referred to above is to the further effect that such legend
is not required in order to establish compliance with any provision of the
Securities Act or applicable state securities laws.
Nothing in this Section 3.4(a) shall prevent the
Transfer, free of any restrictions under this Agreement, of Securities by a
Restricted Investor to one or more of its Permitted Transferees, or to the
Company (subject to Section 3.4(c)); provided, however, that each such Permitted
Transferee shall take such Securities subject to and be fully bound by the terms
of this Agreement applicable to it with the same effect as if it were a party
hereto; and provided, further, that (i) no Person (other than a Permitted
Transferee by virtue of Section 3.4(b)(iv) hereof) shall be a Permitted
Transferee unless such transferee becomes a party to this Agreement, and (ii) no
Transfer shall be effected except in compliance with the registration
requirements of the Securities Act and any applicable state securities laws or
pursuant to an available exemption therefrom.
(b) As used herein, "Permitted Transferee" shall mean:
(i) in the case of any Investor or Permitted
Transferee who is a natural Person, such Person's spouse or children or
grandchildren (in each case, natural or adopted), any trust for the sole benefit
of such Person and such Person's spouse or children or grandchildren (in each
case, natural or adopted), any charitable trust the grantor of which is an
Investor or Permitted Transferee, or any corporation or partnership in which the
direct and beneficial owner of all of the equity interest is such individual
Person or such Person's spouse or children or grandchildren (in each case,
natural or adopted) (or any trust for the benefit of such Persons);
(ii) in the case of any Investor or Permitted
Transferee who is, in each case, a natural Person, the heirs,
- 9 -
<PAGE> 14
executors, administrators or personal representatives upon the death of such
Person or upon the incompetency or disability of such Person for purposes of the
protection and management of such Person's assets;
(iii) in the case of NSC, any Affiliate (as hereinafter
defined) of NSC;
(iv) in the case of any Investor or Permitted Transferee,
any Person if such Person takes such Securities pursuant to a sale in connection
with a Public Offering (as defined in Section 6.1(c)) or following a Public
Offering in open market transactions or under Rule 144 under the Securities Act;
(v) in the case of Sterling or any Permitted Transferee of
Sterling, Citicorp Venture Capital Ltd., Citicorp N.A., any officer, employee or
director of Citicorp Venture Capital Ltd. or Citicorp N.A., any trust,
partnership or other entity established solely for the benefit of such officers,
employees or directors, or any qualified institutional buyer, as such term is
defined in Rule 144A, organized under the laws of the United States or any State
thereof (provided that such qualified institutional buyer shall only be a
Permitted Transferee of up to 3% of the outstanding Common Stock and up to $2.2
million in liquidation value of Preferred Stock);
(vi) in the case of NSC, Citicorp Venture Capital Ltd., or
Citicorp N.A., any Person who acquires or succeeds to 50% or more of the
outstanding capital stock or assets of such Person or engages in any similar
extraordinary transaction involving such Person; and
(vii) in the case of a Trust Management Investor, the one
or more individual Management Investors participating in the plan to which the
trust relates or any Permitted Transferee of any such individual Management
Investor;
(c) Notwithstanding anything to the contrary contained herein,
the Company and each Restricted Investor agrees that, without the prior written
consent of NSC, (i) so long as the Company's 11.74% Subordinated Note due 2009
(attached hereto as Exhibit C) issued to NSC on the date hereof remains
outstanding, it will not Transfer any Securities or engage in any transaction
which would require the Company to redeem any amount outstanding under such Note
pursuant to the redemption provisions contained in
- 10 -
<PAGE> 15
Section 4 thereof (other than a Public Equity Offering (as defined in such
Note)) and (ii) it will not Transfer any Securities or engage in any transaction
or series of transactions which would require a payment (whether in cash,
securities or other property) to NSC pursuant to the terms of the letter from
NSC to the Company and Citicorp Venture Capital Ltd. dated the date hereof
regarding Extraordinary Transactions (as defined therein) (attached hereto as
Exhibit D).
(d) As used herein, "Affiliate" means with respect to any
Person, a corporation in which such Person owns, directly or indirectly through
one or more intermediaries at least fifty percent (50%) of the outstanding
capital stock of such corporation.
3.5 Notation. A notation will be made in the appropriate
transfer records of the Company with respect to the restrictions on transfer of
the Securities referred to in this Agreement.
ARTICLE IV
OTHER COVENANTS AND REPRESENTATIONS
4.1 Observers' Rights. So long as Sterling or its Affiliates
own at least 10% of the Common Stock outstanding, if no employee of Sterling or
its Affiliates is a member of the Company's Board of Directors, Sterling shall
have the right to designate two observers (the "Observers") to attend meetings
of the Company's Board of Directors and committees thereof. If only one employee
of Sterling is a member of the Company's Board of Directors, Sterling shall have
the right to designate one Observer to attend meetings of the Company's Board of
Directors and committees thereof. So long as NSC or its Affiliates own at least
10% of the Common Stock outstanding, if no officer of NSC is a member of the
Company's Board of Directors, NSC shall have the right to designate one Observer
to attend meetings of the Company's Board of Directors and committees thereof.
The Observers shall not have the right to vote on any matter presented to the
Board of Directors or any committee thereof. The Company shall give each
Observer written notice of each meeting of the Board of Directors and committees
thereof at the same time and in the same manner as the members of the Board of
Directors or such committee receive notice of such meetings, and the Company
shall permit each Observer to attend as an observer all meetings of its Board of
Directors and committees thereof. Each Observer shall be entitled to receive all
written materials and
- 11 -
<PAGE> 16
other information given to the directors in connection with such meetings at the
same time such materials and information are given to the directors, and each
Observer shall keep such materials and information confidential. If the Company
proposes to take any action by written consent in lieu of a meeting of its Board
of Directors or a committee thereof, the Company shall give written notice
thereof to each Observer prior to the effective date of such consent. The
Company shall provide to each Observer all written materials and other
information given to the directors in connection with such action by written
consent at the same time such materials and information are given to the
directors, and each Observer shall keep such materials and information
confidential. The Company shall pay the reasonable out-of-pocket expenses of
each Observer incurred in connection with attending such meetings.
4.2 Financial Statements and Other Information. So long as
Sterling, Citicorp Venture Capital Ltd. or NSC owns any of the Securities, the
Company shall deliver to Citicorp Venture Capital Ltd. (if any Securities are
then owned by it or Sterling) and NSC (if any Securities are then owned by NSC):
(a) as soon as available and in any event within 45 days
after the end of each of the first three quarters of each fiscal year of the
Company, consolidated balance sheets of the Company and its subsidiaries as of
the end of such period, and consolidated statements of income and cash flows of
the Company and its subsidiaries for the period then ended prepared in
conformity with United States generally accepted accounting principles applied
on a consistent basis, except as otherwise noted therein, and subject to the
absence of footnotes and to year-end adjustments;
(b) as soon as available and in any event within 90 days
after the end of each fiscal year of the Company, a consolidated and
consolidating balance sheet of the Company and its subsidiaries as of the end of
such year, and consolidated and consolidating statements of income and cash
flows of the Company and its subsidiaries for the year then ended prepared in
conformity with United States generally accepted accounting principles applied
on a consistent basis, except as otherwise noted therein, together with an
auditor's report thereon of a firm of established national reputation; and
(c) to the extent the Company is required by law or
pursuant to the terms of any outstanding indebtedness of the Company to prepare
such reports, any annual reports, quarterly
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reports and other periodic reports pursuant to Section 13 or 15(d) of the
Exchange Act actually prepared by the Company as soon as available.
4.3 Regulatory Compliance Cooperation. (a) So long as Sterling
or its Affiliates beneficially own any of the Securities, before the Company
redeems, purchases or otherwise acquires, directly or indirectly, or converts or
takes any action with respect to the voting rights of, any shares of any class
of its capital stock or any securities convertible into or exchangeable for any
shares of any class of its capital stock, the Company shall give Sterling thirty
(30) days prior written notice of such pending action. Upon the written request
of Sterling made within thirty (30) days after its receipt of any such notice,
stating that after giving effect to such action Sterling would have a Regulatory
Problem (as described below), the Company will defer taking such action for such
period (not to extend beyond ninety (90) days after Sterling's receipt of the
Company's original notice) as Sterling reasonably requests to permit it and its
Affiliates to reduce the quantity of Securities held by it and its Affiliates in
order to avoid the Regulatory Problem. In addition, the Company will not be a
party to any merger, consolidation, recapitalization or other transaction
pursuant to which Sterling would be required to take any voting securities, or
any securities convertible into voting securities, which might reasonably be
expected to cause Sterling to have a Regulatory Problem. For purposes of this
paragraph, a Person will be deemed to have a "Regulatory Problem" when such
Person and such Person's associates, as that term is defined under the
regulations of the Small Business Administration, would own, control or have
power over a greater quantity of securities of any kind issued by the Company
than are permitted to be owned under any requirement of any governmental
authority applicable to such Person.
(b) As long as Sterling holds any Preferred Stock, the
Company shall notify Sterling (a) at least 15 days prior to taking any action
after which the number of record holders of the Company's voting stock would be
increased from fewer than 50 to 50 or more, and (b) of any other action or
occurrence after which the number of record holders of the Company's voting
stock was increased (or would increase) from fewer than 50 to 50 or more, as
soon as practicable after the Company becomes aware that such other action or
occurrence has occurred or is proposed to occur.
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(c) Promptly after the end of each fiscal year (but in any
event prior to February 28 of each year) the Company shall deliver to Sterling a
written assessment of the economic impact of Sterling's investment in the
Company, specifying the full-time equivalent jobs created or retained in
connection with the investment, the impact of the investment on the businesses
of the Company in terms of expanded revenue and taxes, and other economic
benefits resulting from the investment, including but not limited to, technology
development or commercialization, minority business development, urban or rural
business development, expansion or exports.
4.4 Sale of the Company.
(a) Subject to Section 3.4(c), so long as the Company has
not consummated a Public Offering (as defined in Section 6.1(c)), if holders of
at least fifty percent (50%) of the Common Stock then outstanding vote in favor
of (at a duly called and duly held meeting of stockholders of the Company) or
consent in writing to the merger or consolidation of the Company or the sale of
all or substantially all of its assets or sale of all of the outstanding capital
stock or any other similar transaction (any of the foregoing, an "Approved
Sale"), (i) each Restricted Investor will consent to, vote for, and raise no
objections against, and waive dissenters and appraisal rights (if any) with
respect to, the Approved Sale, (ii) if the Approved Sale includes a sale of the
Preferred Stock, each Restricted Investor will agree to sell and will be
permitted to sell all of such Restricted Investor's Preferred Stock on the terms
and conditions approved by the holders of a majority of the Common Stock then
outstanding, and (iii) if the Approved Sale is structured as a sale of stock,
each Restricted Investor will agree to sell and will be permitted to sell all of
such Restricted Investor's Common Stock on the terms and conditions approved by
the holders of a majority of the Common Stock then outstanding. Each Restricted
Investor will take all necessary and desirable actions in connection with the
consummation of an Approved Sale.
(b) Subject to Section 3.4(c), at least ten days prior to
any Approved Sale, the Company shall notify each Restricted Investor in writing
of the proposed Approved Sale, which notice shall set forth the terms of such
Approved Sale. The obligations of each of the Investors with respect to an
Approved Sale are subject to the satisfaction of the conditions that: upon the
consummation of the Approved Sale all of the Restricted
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<PAGE> 19
Investors will receive the same form and amount of consideration per share of
Common Stock, or if any holder of Common Stock is given an option as to the form
and amount of consideration to be received, all Restricted Investors will be
given the same option.
4.5 Tag-Along.
(a) (i) Except as otherwise provided in Sections
4.5(a)(iii) and 4.5(a)(v) and subject to Section 3.4(c), no "Seller" (as
hereinafter defined) shall sell any Securities in any transaction or series of
related transactions unless all "Holders" (as hereinafter defined) are offered
an equal opportunity to participate in such transaction or transactions pro rata
based on the relative number of shares of such Securities owned by each Holder
and on identical terms (including amount and type of consideration paid). As
used in this Section 4.5, "Seller" shall mean Sterling and its Affiliates and
NSC and its Affiliates; and "Holders" shall mean the Restricted Investors.
(ii) If at any time Seller proposes any sale of
Securities subject to these provisions, the Seller shall notify the Company in
writing of the proposed sale. Such notice (the "Seller's Notice") shall set
forth: (A) the number of shares of Securities subject to the proposed sale; (B)
the name and address of the proposed purchaser; and (C) the proposed amount of
consideration and terms and conditions of payment offered by such proposed
purchaser. The Company shall promptly, and in any event within 15 days of the
Company's receipt of the Seller's Notice, deliver or cause to be delivered the
Seller's Notice to each Holder. A Holder may exercise the tag-along right by
delivery of a written notice (the "Tag-Along Notice") to the Seller within 15
days of the date the Company delivered or caused to be delivered the Seller's
Notice. The Tag-Along Notice shall state the number of Securities that the
Holder proposes to include in the proposed sale, up to the maximum pro rata
share described above. If a Holder entitled to participate therein delivers a
Tag-Along Notice, such holder shall be obligated to sell that number of
Securities specified in the Tag-Along Notice upon the same terms and conditions
as the Seller is selling, conditioned upon and contemporaneously with completion
of the Seller's sale of its Securities (except as provided in Section
4.5(a)(vi)). If no Tag-Along Notice is received during the 15-day period
referred to above, the Seller shall have the right for a 120-day period to
effect the proposed sale of Securities on terms and conditions no
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<PAGE> 20
more favorable to the Seller than those stated in the Seller's Notice and in
accordance with the provisions of this Section 4.5.
(iii) Notwithstanding anything herein to the contrary,
a Seller may make any of the following Transfers without offering the Holders
the opportunity to participate: (a) Transfers by a Seller to any Permitted
Transferee, provided that the proposed Permitted Transferee (except a Permitted
Transferee by virtue of Section 3.4(b)(iv) hereof) agrees in writing to be bound
by the provisions of this Agreement; (b) sales pursuant to an effective
registration statement under the Securities Act; (c) sales pursuant to an
Approved Sale; and (d) sales other than those specified in the foregoing (a)
through (c) which are made in compliance with Section 3.4(a) and in the
aggregate do not exceed 5% of the Security outstanding.
(iv) Each Investor acknowledges for itself and its
transferees that Sterling may assign tag-along rights relating to Securities
transferred by it pursuant to the terms of this Agreement and such transferees
will (a) have the same opportunity to participate in sales by Sterling as
provided to the parties hereto, and (b) be included in the calculation of the
pro rata basis upon which Holders may participate in a sale.
(v) The tag-along obligations of the Sellers provided
under this Section 4.5 shall terminate upon the earlier of (a) the consummation
of a Public Offering (as defined in Section 6.1(d)); provided, however, that the
tag-along obligations of Sterling and its Affiliates solely with respect to
transfers by such Persons to the Company or its Affiliates shall not terminate
upon consummation of a Public Offering, (b) as to Sterling, with respect to a
Security, the day after the date on which Sterling and its Affiliates own less
than 5% of such Security, and (c) as to NSC, with respect to a Security, the day
after the date on which NSC and its Affiliates own less than 5% of such
Security, and upon the termination of such tag-along obligations, the rights of
the Holders with respect thereto shall also terminate.
(vi) Notwithstanding the requirements of this Section
4.5, a Seller may sell a Security at any time without complying with the
requirements of Section 4.5(a)(ii) so long as such sale is solely for cash and
the Seller deposits into escrow with an independent third party at the time of
sale that amount of the consideration received in the sale equal to the "Escrow
Amount." The "Escrow Amount" shall equal that amount of
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<PAGE> 21
consideration as all the Holders would have been entitled to receive if they had
the opportunity to participate in the sale on a pro rata basis, determined as if
each Holder (A) delivered a Tag-Along Notice to the Seller in the time period
set forth in Section 4.5(a)(ii) and (B) proposed to include all of its
Securities which it would have been entitled to include in the sale.
No later than the date of the sale, the Seller shall
notify the Company in writing of the proposed sale. Such notice (the "Escrow
Notice") shall set forth the information required in the Seller's Notice, and in
addition, such notice shall state the name of the escrow agent and the account
number of the escrow account. The Company shall promptly, and in any event
within 10 days, deliver or cause to be delivered the Escrow Notice to each
Holder.
A Holder may exercise the tag-along right described in
this clause (vi) by delivery to the Seller, within 15 days of the date the
Company delivered or caused to be delivered the Escrow Notice, of (i) a written
notice specifying the number of Securities it proposes to sell, and (ii) the
certificates representing such Securities, with transfer powers duly endorsed in
blank.
Promptly after the expiration of the 15th day after
the Company has delivered or caused to be delivered the Escrow Notice, (A) the
Seller shall purchase that number of Securities as Seller would have been
required to include in the sale had Seller complied with the provisions of
Section 4.5(a)(ii), (B) the Company shall cause to be released from the escrow
to the Holder from whom Seller purchases Securities pursuant to clause (A) of
this paragraph the applicable amount of consideration due to such Holder
together with any interest thereon, and (C) all remaining funds and other
consideration held in escrow shall be released to Seller.
4.6 Preemptive Rights.
(a) If the Company proposes to issue and sell any of its
shares of Common Stock or any securities containing options or rights to acquire
any shares of Common Stock or any securities convertible or exchangeable into
shares of Common Stock to Citicorp Venture Capital Ltd., Sterling or any of
their respective Affiliates, the Company will first offer to each of the other
Investors a portion of the number or amount of such securities
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<PAGE> 22
proposed to be sold in any such transaction or series of related transactions
equal to the product of (i) the percentage each such Investor and such
Investor's Permitted Transferees (except a Permitted Transferee by virtue of
Section 3.4(b)(iv)) holds of all shares of Common Stock then held by the
Restricted Investors and (ii) the number of shares represented by the securities
proposed to be issued and sold by the Company in any such transaction or series
of related transactions, all for the same price and upon the same terms and
conditions as the securities that are being offered to Citicorp Venture Capital
Ltd., Sterling and their respective Affiliates in such transaction or series of
transactions; provided, however, that if the aggregate amount of such securities
to be sold in any such transaction or series of transactions represents more
than 10% of the outstanding Common Stock after giving effect to such transaction
or series of transactions and the securities being sold in such transaction or
series of transactions are not being sold pursuant to a firm commitment
underwritten public offering, then the Company shall obtain an opinion from an
investment banking firm of national reputation stating that the consideration
received by the Company is fair from a financial point of view.
(b) Notwithstanding the foregoing, the provisions of this
Section 4.6 shall not be applicable to the issuance of shares of Common Stock
(i) upon the conversion of shares of one class of Common Stock into shares of
another class, (ii) as a dividend on all the outstanding shares of Common Stock,
(iii) in any transaction in respect of a Security that is available to all
holders of such Security on a pro rata basis, (iv) in connection with grants of
stock or options to employees or directors of the Company or (v) in an offering
or sale of securities pursuant to a registration statement filed with, and
declared effective by, the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
(c) The Company will deliver or cause to be delivered to
the Investors a written notice setting forth the terms and conditions (including
the consideration per share) upon which the Investors may purchase such shares
or other securities (the "Preemptive Notice"). After receiving a Preemptive
Notice, an Investor must deliver or cause to be delivered to the Company a
written notice (the "Preemptive Reply"), within 45 days of the date of such
Preemptive Notice that such Investor agrees to purchase the shares or other
securities offered pursuant to this Section 4.6 on the date of sale to Citicorp
Venture Capital Ltd., Sterling and their respective Affiliates. If any Investor
fails to make a
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<PAGE> 23
Preemptive Reply in accordance with this Section 4.6, shares or other securities
offered to such Investor in accordance with this Section 4.6 may thereafter, for
a period not exceeding six months following the expiration of such 45-day
period, be issued, sold or subjected to rights or options to Citicorp Venture
Capital Ltd., Sterling and their respective Affiliates at a price not less than
that at which they were offered to the Investors and on such other terms and
conditions no more favorable than those offered to the Investors. Any such
shares or other securities not so issued, sold or subjected to rights or options
to Citicorp Venture Capital Ltd., Sterling and their respective Affiliates
during such six-month period will thereafter again be subject to the preemptive
rights provided for in this Section 4.6.
4.7 Affiliate Transactions. So long as NSC holds any of the
Common Stock, without the prior written consent of NSC, the Company will not,
directly or indirectly, nor will it permit any of its subsidiaries, directly or
indirectly, to engage in any transaction or series of transactions (other than
pursuant to the Operating Agreements (as defined in the Recap Agreement)) with
any Person who prior to such transaction or series of transactions is a holder
of 15% or more of the Common Stock or an Affiliate of any such holder (other
than the Company and its subsidiaries) except (i) on terms and conditions that
are no less favorable to the Company or its subsidiaries, as the case may be,
than the terms and conditions which the Company or such subsidiary, as the case
may be, could obtain in a transaction with an unaffiliated Person on an arm's
length basis, and (ii) if such transaction involves an amount in excess of $1.0
million, such transaction has been approved by a majority of the disinterested
members of the board of directors of the Company. The restrictions contained in
this Section 4.7 shall not prohibit: (i) the payment of any dividends,
principal, interest or other amounts in respect of any of the Securities in
accordance with their terms; (ii) the prepayment or redemption of any of the
Securities in accordance with their terms; (iii) the grant of stock options or
similar rights to employees and directors of the Company in the ordinary course
of business and pursuant to plans approved by the Board of Directors; (iv) fees,
compensation, expense reimbursements or employee benefit arrangements paid to
and indemnity provided for the benefit of directors, officers or employees of
the Company or any direct or indirect subsidiary of the Company in the ordinary
course of business and (v) any transaction in respect of a Security that is
available to all holders of such Security on a pro rata basis.
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<PAGE> 24
4.8 Subsequent Management Investors. (a) In the
event that the Company issues and sells shares of Class A Stock and Preferred
Stock to any member of management of the Business (hereinafter referred to as a
"Subsequent Management Investor"), the Company shall have the right and option
at any time and from time to time to repurchase from Sterling such number of
shares of Class A Stock and Preferred Stock, as the Company shall designate to
be sold to such Subsequent Management Investor at a purchase price equal to the
price paid by Management Investors for such Class A Stock and Preferred Stock at
the time of issuance of such Class A Stock and Preferred Stock (but in no event
at a price less than $.50 per share of Class A Common Stock, and $1,000 per
share of Preferred Stock plus accrued and unpaid dividends thereon through the
date of repurchase) multiplied by the number of shares of Class A Stock and
Preferred Stock, respectively, repurchased from Sterling. The number of shares
of Securities to be repurchased pursuant to this Section 4.8 shall not exceed
108,880 shares of Common Stock and 224 shares of Preferred Stock, and any
repurchase of such Securities shall be made pro rata between Class A Stock and
Preferred Stock in proportion to the aggregate number of shares of Class A Stock
and Preferred Stock subject to the repurchase right contained in this Section
4.8. Subsequent Management Investors shall be required to purchase Securities in
the same proportion of Class A Stock to Preferred Stock and to agree to be bound
by this Agreement as Management Investors including but not limited to the
provisions of Article VI hereof with respect to 10/17 of such shares of Class A
Stock.
(b) Such repurchase shall be exercised by written
notice to Sterling signed by an officer of the Company on behalf of the Company
or by its designee(s), as the case may be. Such notice shall set forth the
number of shares of Class A Stock and Preferred Stock desired to be purchased
and shall set forth a time and place of closing which shall be no earlier than
10 days and no later than 60 days after the date such notice is sent. At such
closing, Sterling shall deliver the certificates evidencing the number of shares
of Class A Stock and Preferred Stock to be repurchased by the Company and/or its
designee(s), accompanied by stock powers duly endorsed in blank or duly executed
instruments of transfer, and any other documents that are necessary to transfer
to the Company and/or its designee(s) good title to such of the shares of Class
A Stock and Preferred Stock to be transferred, free and clear of all pledges,
security interests, liens, charges, encumbrances, equities, claims and options
of whatever nature other than those imposed under this Agreement, and
concurrently with such delivery,
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<PAGE> 25
the Company and/or its designee(s) shall deliver to Sterling the full amount of
the repurchase price for such shares of Class A Stock and Preferred Stock in
cash by certified or bank cashier's check.
ARTICLE V
CORPORATE ACTIONS
5.1 Certificate of Incorporation and Bylaws. Each
Investor has reviewed the Certificates of Incorporation and Bylaws of each of
the Company and Fairchild in the forms attached hereto as Exhibits A-1, A-2, A-3
and A-4, respectively, and hereby approves and ratifies the same in
substantially the form attached.
5.2 Directors and Voting Agreements. (a) Each
Restricted Investor agrees that it shall take, at any time and from time to
time, all action necessary (including voting the Class A Common Stock owned by
him, her or it, calling special meetings of stockholders and executing and
delivering written consents) to ensure that the Board of Directors of the
Company is composed at all times of seven Persons as follows: Kirk Pond (so long
as he continues to own Securities); Joseph Martin (so long as he continues to
own Securities); the President of the Company if either of Kirk Pond or Joseph
Martin is no longer serving on the Board of Directors, if NSC so chooses, so
long as NSC continues to own Securities, one individual designated by NSC
provided that such person shall initially be either Brian L. Halla or Donald
Macloed (until the earlier of the second anniversary of the Closing Date or the
date upon which such person ceases to be an executive officer of NSC) and
thereafter shall be an executive officer of NSC reasonably acceptable to the
remaining directors; two individuals designated by Sterling; and the remaining
directors such independent directors, as shall be designated by Sterling (to the
extent permitted by applicable law as determined by Sterling in its sole
discretion), subject to the right of the Chief Executive Officer of the Company
to veto the election of any such independent director, provided, that in the
event that Sterling concludes that it is unable to designate, or elects not to
designate for any reason, one or more of such independent directors or the
election of any such independent director is not approved by the holders of a
majority of the outstanding shares of Class A Common Stock, such directorship(s)
shall not be filled by the remaining members of the Company's Board of Directors
but shall remain vacant until the
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<PAGE> 26
election of a director designated by Sterling to fill such vacancy in accordance
with this Section 5.2.
(b) Each Investor agrees to take all necessary
action to cause the board of directors of the Company to be as set forth in
Section 5.2(a) (including, without limitation, voting or causing to be voted or
acting by written consent with respect to, all shares of Common Stock entitled
to be voted thereon now or hereafter owned or held by such Investor in favor of
such Persons) and to act itself (if a member of the board of directors) or cause
its nominee (if any) on the board of directors to vote or act by written consent
to cause the board of directors of the Company to be as set forth in Section
5.2(a).
5.3 Right to Remove Certain of the Company's
Directors. Each of Sterling and NSC, as the case may be, may request that any
director designated by it be removed (with or without cause) by written notice
to the other Investors, and, in any such event, each Investor shall promptly
consent in writing or vote or cause to be voted all shares of common stock
entitled to vote thereon now or hereafter owned or controlled by it for the
removal of such Person as a director. In the event any Person ceases to be a
director, such Person shall also cease to be a member of any committee of the
Board of Directors of the Company.
5.4 Right to Fill Certain Vacancies in Company's
Board. In the event that a vacancy is created on the Company's Board of
Directors at any time by the death, disability, retirement, resignation or
removal (with or without cause) of a director designated by Sterling or NSC, as
the case may be, or if otherwise there shall exist or occur any vacancy on the
Company's Board of Directors in a directorship subject to designation by
Sterling or NSC, as the case may be, such vacancy shall not be filled by the
remaining members of the Company's Board of Directors but each Investor hereby
agrees promptly to consent in writing or vote or cause to be voted all shares of
common stock entitled to vote thereon now or hereafter owned or controlled by it
to elect that individual designated to fill such vacancy and serve as a
director, as shall be designated by Sterling or NSC, as the case may be.
5.5 Directors of Fairchild and Voting Agreements.
The Company shall take, and each of the Investors agrees that it shall cause the
Company to take, at any time and from time to time, all action necessary
(including voting all shares of common stock of Fairchild owned by the Company,
calling special meetings of
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<PAGE> 27
stockholders and executing and delivering written consents) to ensure that the
Board of Directors of Fairchild is identical to the Board of Directors of the
Company.
5.6 Amendment of Certificate and Bylaws. Each
Investor agrees that it shall not consent in writing or vote or cause to be
voted any shares of Common Stock now or hereafter owned or controlled by it in
favor of any amendment, repeal, modification, alteration or rescission of, or
the adoption of any provision in the Company's Certificate of Incorporation or
Bylaws inconsistent with this Agreement or which treats any Investor differently
from any other Investor with respect to such Investor's rights in or ownership
of the Securities.
5.7 Termination of Voting Agreements. The voting
agreements in Sections 5.2, 5.3, 5.4, 5.5 and 5.6 shall terminate on the earlier
of (i) the date the Company consummates a Public Offering (as defined in Section
6.1(d)) (if requested by the underwriter with respect to such offering) and (ii)
the date when Sterling and its Permitted Transferees and their respective
Affiliates no longer own at least 15% of the issued and outstanding Common
Stock.
5.8 Officers. Each Investor approves the election
of the following officers of the Company, together with such other officers as
may be elected or appointed by the Company or its Board of Directors:
Name Position
---- --------
Kirk P. Pond Chairman, President and Chief
Executive Officer
Joseph R. Martin Executive Vice President and Chief
Financial Officer
Jerry M. Baker Executive Vice President and
General Manager, Memory and
Discrete Products Group
W. Wayne Carlson Executive Vice President and
General Manager, Logic Products
Group
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<PAGE> 28
Darrell Mayeux Senior Vice President, Worldwide
Sales and Marketing
David Henry Corporate Controller
Daniel E. Boxer Executive Vice President, General
Counsel, Chief Administrative
Officer and Secretary
Matthew W. Towse Treasurer
ARTICLE VI
ADDITIONAL RESTRICTIONS ON TRANSFERS OF
INCENTIVE SECURITIES HELD BY MANAGEMENT INVESTORS
6.1 Certain Definitions. The terms defined below
shall have the following meanings when used in this Article VI:
(a) "Company" means the Company and all other
entities in which the Company from time to time owns, directly or indirectly,
fifty percent (50%) or more of the stock or other securities representing
ownership therein.
(b) "Cause", when used in connection with the
termination of a Management Investor's employment with the Company, means the
Management Investor's (i) act or acts of dishonesty or criminality that, in the
good faith judgment of the Board of Directors, has had or could have an adverse
effect on the Company; (ii) the commission by the Management Investor of any act
of fraud, embezzlement or misappropriation; (iii) the material breach by the
Management Investor of any provision of a written employment agreement between
the Management Investor and the Company which is not cured within any applicable
grace period; (iv) failure by the Management Investor to take or refrain from
taking any material action, which is within the capacity of the Management
Investor, as specified in written directions of the board of directors or the
Chief Executive Officer of the Company; or (v) failure to perform such
Management Investor's duties as an employee as reasonably determined by the
Board of Directors of the Company, with the approval of the Chief Executive
Officer of the Company, acting in good faith after reasonable notice to such
employee by the Board of
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<PAGE> 29
Directors of the Company and, if so recommended by the Board of Directors, after
such employee has not cured such failure after 30 days opportunity to do so.
(c) "Incentive Securities" means the shares of
Common Stock for each Management Investor designated as Incentive Securities on
Schedule I, and all other securities of the Company (or a successor to the
Company) received on account of ownership of the Incentive Securities, including
any and all incentive securities issued in connection with any merger,
consolidation, stock dividend, stock distribution, stock split, reverse stock
split, stock combination, recapitalization, reclassification, subdivision,
conversion or similar transaction in respect thereof.
(d) "Public Offering" means a successfully
completed firm commitment underwritten public offering pursuant to an effective
registration statement under the Securities Act (other than a Special
Registration Statement (as defined in Section 6.3(a)(iii))) in respect of the
offer and sale of shares of Common Stock resulting in the sale by the Company
and any stockholder selling shares of Common Stock in such offering of not less
than 10% of the then outstanding shares of Common Stock (after giving effect to
such sale).
6.2 Restrictions on Transfer. In addition to the
restrictions imposed by Section 3.4 (including Section 3.4(c)), and
notwithstanding anything to the contrary contained herein, but subject to
Section 6.7 hereof, no Management Investor shall effect a Transfer of any
Incentive Securities prior to the fifth anniversary of the Closing Date other
than (i) pursuant to Section 4.4 in connection with an Approved Sale, (ii)
pursuant to Section 4.5 in connection with the exercise of "Tag-Along Rights",
(iii) pursuant to Section 6.3 in connection with the Purchase Option (as
hereinafter defined), (iv) with the consent of the Company (as evidenced by a
resolution duly adopted by at least a majority of the non-employee members of
the Company's Board of Directors), (v) to a Permitted Transferee of the
Management Investor in question or (vi) in connection with a Public Offering in
which such Management Investor is permitted to participate. In exercising the
consent and approval provided for in clause (iv), the Company may employ its
sole discretion in evaluating the nature of the proposed transferee and the
Company may impose such conditions on Transfer as it deems appropriate in its
sole discretion, including, but not limited to, requirements that the transferee
be an employee of the Company or Fairchild and that the
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<PAGE> 30
transferee purchase the Management Investor's Incentive Securities as a
"Management Investor" subject to the restrictions of this Article VI. In the
event any Transfer is authorized pursuant to clause (iv) to an employee of the
Company as a "Management Investor," such employee shall execute an agreement, in
form and substance satisfactory to the Company, pursuant to which such employee
shall agree to be bound by the terms and conditions of this Agreement, and such
other provisions as the Company may determine, and upon such execution such
employee shall be entitled to the benefit of such provisions hereof and such
other provisions as the Company determines and are set forth in such agreement.
Any purported Transfer in violation of this Agreement shall be null and void and
of no force and effect and the purported transferees shall have no rights or
privileges in or with respect to the Company. Notwithstanding the foregoing
provisions, each Management Investor agrees that he will not effect a Transfer
of any Incentive Securities prior to the lapse of such period of time following
acquisition thereof as may be required to comply with applicable securities
laws.
For the purposes of this Agreement, the
"Permitted Transferees" of a Management Investor shall be as set forth in
Section 3.4(b)(i), (ii), or (vii); provided, that, as a condition to a Transfer
to any Permitted Transferee such Permitted Transferee shall agree, in writing
and in form and substance reasonably satisfactory to the Company, to become
bound, and thereby shall become bound, by all the terms of this Agreement
applicable to the Management Investor transferring such Incentive Securities.
The Termination Date (as hereinafter defined) for a Permitted Transferee shall
be the Termination Date with respect to the Management Investor who first
acquired the Incentive Securities held by such Permitted Transferee pursuant to
this Agreement.
- 26 -
<PAGE> 31
6.3 Purchase Option.
(a) General Terms. Subject to Section 3.4(c),
in the event that on or prior to the fifth anniversary of the Closing Date, any
individual Management Investor shall cease to be employed by the Company or
Fairchild for any reason (including, but not limited to, death, temporary or
permanent disability, retirement at age 65 or more under the Company's or
Fairchild's normal retirement policies, resignation or termination by the
Company or Fairchild, as the case may be, with or without Cause), other than by
reason of a leave of absence approved by the Company or Fairchild, as the case
may be, such Management Investor (or his heirs, executors, administrators,
transferees, successors or assigns) shall give prompt notice to the Company of
such termination (except in the case of termination by the Company with or
without Cause), and the Company, or one or more designee(s) selected by a
majority of the members of the Board of Directors, shall have the right and
option at any time within 90 days after the later of the effective date of such
termination of employment (the "Termination Date") or the date of the Company's
receipt of the aforesaid notice, to purchase from such Management Investor, or
his heirs, executors, administrators, transferees, successors or assigns, as the
case may be, any or all of the Incentive Securities then owned by such
Management Investor (and his Permitted Transferees), including any Incentive
Securities distributable (on account of such cessation of employment) to such
individual Management Investor from a Trust Management Investor, at a purchase
price equal to the Option Purchase Price (as hereinafter defined). The Company
or its designee(s) shall give notice to the terminated Management Investor (or
his heirs, executors, administrators, transferees, successors or assigns) of its
intention to purchase Incentive Securities at any time not later than 90 days
after the Termination Date. (The right of the Company and its designee(s) set
forth in this Section 6.3 to purchase a terminated Management Investor's
Incentive Securities is hereinafter referred to as the "Purchase Option"). As a
condition to purchasing a Management Investor's Incentive Securities pursuant to
this Section 6.3, any designee(s) selected by the Board of Directors must agree
in writing to assume the Company's obligations under Section 6.3(a)(iii). A
designee's satisfaction of such obligation will relieve the Company of its
obligations under Section 6.3(a)(iii) with regard to the particular terminated
Management Investor and such Management Investor shall thereafter have no
recourse against the Company under Section 6.3(a)(iii).
- 27 -
<PAGE> 32
(i) Exercise of Purchase Option. The
Purchase Option shall be exercised by written notice to the terminated
Management Investor (or his heirs, executors, administrators, transferees,
successors or assigns) signed by an officer of the Company on behalf of the
Company or by its designee(s), as the case may be. Such notice shall set forth
the number of Incentive Securities desired to be purchased and shall set forth a
time and place of closing which shall be no earlier than 10 days and no later
than 60 days after the date such notice is sent. At such closing, the seller
shall deliver the certificates evidencing the number of Incentive Securities to
be purchased by the Company and/or its designee(s), accompanied by stock powers
duly endorsed in blank or duly executed instruments of transfer, and any other
documents that are necessary to transfer to the Company and/or its designee(s)
good title to such of the Incentive Securities to be transferred, free and clear
of all pledges, security interests, liens, charges, encumbrances, equities,
claims and options of whatever nature other than those imposed under this
Agreement, and concurrently with such delivery, the Company and/or its
designee(s) shall deliver to the seller the full amount of the Option Purchase
Price for such Incentive Securities in cash by certified or bank cashier's
check.
(ii) Option Purchase Price. If the
Management Investor shall be terminated by the Company without Cause or shall
cease to be employed by the Company or Fairchild by reason of death, normal
retirement at age 65 or more under the Company's or Fairchild's normal
retirement policies, or temporary or permanent disability, the "Option Purchase
Price" for the Incentive Securities to be purchased from such Management
Investor pursuant to the Purchase Option (such number of Incentive Securities
being the "Purchase Number") shall equal the price calculated as set forth in
the table below opposite the applicable Termination Date of such Management
Investor:
Option
If the Termination Date Occurs: Purchase Price
- ------------------------------- --------------
On or prior to the first Adjusted Cost Price
anniversary of the Closing multiplied by
Date 80% of the Purchase
Number, plus Fair Market
Value Price multiplied by 20% of
the Purchase Number
<PAGE> 33
After the first anniversary of the Closing Date, and on or prior to the second
anniversary of the Closing Date
Adjusted Cost Price multiplied by 60% of the Purchase Number, plus Fair Market
Value Price multiplied by 40% of the Purchase Number
After the second anniversary of the Closing Date, and on or prior to the third
anniversary of the Closing Date
Adjusted Cost Price multiplied by 40% of the Purchase Number, plus Fair Market
Value Price multiplied by 60% of the Purchase Number
After the third anniversary of the Closing Date, and on or prior to the fourth
anniversary of the Closing Date
Adjusted Cost Price multiplied by 20% of the Purchase Number, plus Fair Market
Value Price multiplied by 80% of the Purchase Number
After the fourth anniversary of the Closing Date and on or prior to the fifth
anniversary of the Closing Date
Fair Market Value Price multiplied by the Purchase Number
Notwithstanding anything to the contrary contained
herein, if the Management Investor shall cease to be employed by the Company or
Fairchild for any reason other than those set forth in the first sentence of
this Section 6.3(a)(ii) (including, but not limited to, any voluntary
termination of employment by the Management Investor or any termination for
Cause), the Option Purchase Price for all Incentive Securities to be purchased
from the Management Investor (and his Permitted Transferees) pursuant to the
Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase
Number.
As used herein:
(A) "Adjusted Cost Price" for each share of Incentive
Securities (including any accrued dividends thereon) means the original purchase
price per share for such Securities as set forth in Article I (including any
Incentive Securities which have been converted into other shares of capital
stock of the Company, and adjusted for any stock dividend payable upon, or
subdivision or combination of, the Securities) plus interest at a rate of 6% per
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<PAGE> 34
annum calculated from the date of purchase to the date of the closing of the
exercise of the Purchase Option;
(B) "Fair Market Value Price" means for each share of
Common Stock, (i) the difference between (x) the sum of (A) 3.8 times EBITDA and
(B) the exercise price of any securities exercisable for shares of Common Stock
and (y) the sum of (A) the amount of all outstanding Indebtedness of the Company
and its subsidiaries and (B) the amount that would be required to be paid in
redemption of any outstanding preferred stock of the Company, all as reflected
in the Company's consolidated financial statements as of the end of the fiscal
quarter immediately preceding the Termination Date (as hereinafter defined),
divided by (ii) the number of shares of Common Stock outstanding (adjusted to
reflect the pro forma exercise in full of any dilutive securities, regardless of
whether such securities are exercisable at the time or would otherwise satisfy
any requirements under generally accepted accounting principles as they relate
to the determination of "dilutive securities"); provided, however, that in no
event shall the Fair Market Value Price be less than the Adjusted Cost Price;
and
(C) "EBITDA" and "Indebtedness" shall have the
respective meanings set forth in the Indenture dated March 11, 1997 by and among
the Company, Fairchild and United States Trust Company of New York, as in effect
on the date hereof.
(iii) Adjustments to Option Purchase Price. If
the Company or its designee exercises the Purchase Option with respect to any or
all of the Incentive Securities of any Management Investor whose employment with
the Company was terminated by the Company without Cause (the "Called Shares"),
and if within twelve months after the closing pursuant to such exercise of the
Purchase Option by the Company or its designee:
(A) the Company is merged into, consolidated with or
otherwise combined with or acquired by another Person, or
there is a liquidation of the Company, or there is a
Public Offering (a "Subsequent Offering") of the Company's
Common Stock pursuant to an effective registration
statement under the Securities Act (other than a Special
Registration Statement), and
(B) the per share consideration received by the
stockholders of the Company in such transaction, or the
- 30 -
<PAGE> 35
per share net proceeds received for the Company's Common
Stock in the Subsequent Offering, as the case may be (in
each case after being adjusted downward to reflect what
the per share consideration or per share net offering
proceeds, as the case may be, would have been had the
Shares of such terminated Management Investor purchased by
the Company or its designee pursuant to the Purchase
Option been outstanding on the date of the closing of such
transaction or Subsequent Offering) exceeds the Fair
Market Value Price used in calculating the Option Purchase
Price with respect to shares of Common Stock pursuant to
the exercise of the Purchase Option,
then such Management Investor shall be entitled to receive from the Company or
its designee an amount per Called Share equal to such excess multiplied by the
applicable Adjusted Fair Value Price Percentage (as hereinafter defined) within
30 days after the closing of any such transaction or Subsequent Offering.
"Adjusted Fair Value Price Percentage" means (i) 20% plus (ii) 20% multiplied by
the number of full years elapsed between the Closing Date and the Termination
Date for such Management Investor.
As used herein:
"Special Registration Statement" means (i) a
registration statement on Forms S-8 or S-4 or any similar or successor form or
any other registration statement relating to an exchange offer or an offering of
securities solely to the Company's employees or security holders or (ii) a
registration statement registering a Unit Offering; and
"Unit Offering" shall mean a Public Offering of a
combination of debt and equity securities of the Company in which (i) not more
than 10% of the gross proceeds received from the sale of such securities is
attributed to such equity securities, and (ii) after giving effect to such
offering, the Company does not have a class of equity securities required to be
registered under the Securities Exchange Act of 1934, as amended.
(b) Company's Right of First Refusal. In the event
that, on or prior to the fifth anniversary of the Closing Date, (i) a Management
Investor is no longer employed by the Company; (ii) the Company or its designee
has not exercised the Purchase
- 31 -
<PAGE> 36
Option with respect to all of such Management Investor's Incentive Securities;
and (iii) the Management Investor thereafter proposes to sell any or all of such
Management Investor's Incentive Securities to a third party in a bona fide
transaction, the Management Investor may not Transfer such Incentive Securities
without first offering to sell such Incentive Securities to the Company pursuant
to this Section 6.3(b).
The Management Investor shall deliver a written
notice (a "Sale Notice") to the Company describing in reasonable detail the
Incentive Securities being offered, the name of the offeree, the purchase price
requested and all other material terms of the proposed Transfer. Upon receipt of
the Sale Notice, the Company, or a designee selected by a majority of the
non-employee members of the Board of Directors of the Company, shall have the
right and option to purchase all, but not less than all, of the Incentive
Securities being offered at the price and on the terms of the proposed Transfer
set forth in the Sale Notice. Within 30 days after receipt of the Sale Notice,
the Company shall notify such Management Investor whether or not it wishes to
purchase all of the offered Incentive Securities.
If the Company elects to purchase the offered
Incentive Securities, the closing of the purchase and sale of such Incentive
Securities shall be held at the place and on the date established by the Company
in its notice to the Management Investor in response to the Sale Notice, which
in no event shall be less than 10 or more than 60 days from the date of such
notice. In the event that the Company does not elect to purchase all the offered
Incentive Securities, the Management Investor may, subject to the other
provisions of this Agreement, Transfer the offered Incentive Securities to the
offeree specified in the Sale Notice at a price no less than the price specified
in the Sale Notice and on other terms no more favorable to the transferee(s)
thereof than specified in the Sale Notice during the 180-day period immediately
following the last date on which the Company could have elected to purchase the
offered Incentive Securities. Any such Incentive Securities not transferred
within such 180-day period will be subject to the provisions of this Section
6.3(b) upon subsequent Transfer.
6.4 Involuntary Transfers. In the event that the
Incentive Securities owned by any Management Investor shall be subject to sale
or other Transfer (the date of such sale or transfer shall hereinafter be
referred to as the "Transfer Date") prior to the fifth anniversary of the
Closing Date by reason of
- 32 -
<PAGE> 37
(i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or
(ii) distraint, levy, execution or other involuntary Transfer, then such
Management Investor shall give the Company written notice thereof promptly upon
the occurrence of such event stating the terms of such proposed Transfer, the
identity of the proposed transferee, the price or other consideration, if
readily determinable, for which the Incentive Securities are proposed to be
transferred, and the number of Incentive Securities to be transferred. After its
receipt of such notice or, failing such receipt, after the Company otherwise
obtains actual knowledge of such a proposed Transfer, the Company, or a designee
selected by a majority of the non-employee members of the Board of Directors of
the Company, shall have the right and option to purchase all, but not less than
all of such Incentive Securities which right shall be exercised by written
notice given by the Company to such proposed transferor within 60 days following
the Company's receipt of such notice or, failing such receipt, the Company's
obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to
this Section 6.4 shall be at the price and on the terms applicable to such
proposed Transfer. If the nature of the event giving rise to such involuntary
Transfer is such that no readily determinable consideration is to be paid for
the Transfer of the Incentive Securities, the price to be paid by the Company
shall be the Option Purchase Price that would have been applicable hereunder had
the Management Investor incurred a Termination Date as of the date of such
proposed Transfer for the Incentive Securities. The closing of the purchase and
sale of Incentive Securities shall be held at the place and the date to be
established by the Company, which in no event shall be less than 10 or more than
60 days from the date on which the Company gives notice of its election to
purchase the Incentive Securities. At such closing, the Management Investor
shall deliver the certificates evidencing the number of Incentive Securities to
be purchased by the Company, accompanied by stock powers duly endorsed in blank
or duly executed instruments of transfer, and any other documents that are
necessary to transfer to the Company good title to such of the securities to be
transferred, free and clear of all pledges, security interests, liens, charges,
encumbrances, equities, claims and options of whatever nature other than those
imposed under this Agreement, and concurrently with such delivery, the Company
shall deliver to the Management Investor the full amount of the purchase price
for such Incentive Securities in cash by certified or bank cashier's check.
6.5 Purchaser Representative. If the Company or any
Investor enters into any negotiation or transaction for which Rule
- 33 -
<PAGE> 38
506 (or any similar rule then in effect) promulgated by the Securities and
Exchange Commission under the Securities Act may be available with respect to
such negotiation or transaction (including a merger, consolidation or other
reorganization), each Management Investor will, at the request of the Company,
appoint a purchaser representative (as such term is defined in Rule 501(h)
promulgated by the Securities and Exchange Commission under the Securities Act)
reasonably acceptable to the Company. If any Management Investor appoints the
purchaser representative designated by the Company, the Company will pay the
fees of such purchaser representative, but if any Management Investor declines
to appoint the purchaser representative designated by the Company such
Management Investor will appoint another purchaser representative (reasonably
acceptable to the Company), and such Management Investor will be responsible for
the fees of the purchaser representative so appointed.
6.6 Section 83(b) Elections. Each individual
Management Investor shall make the election to include in his income, in the
year he purchases the Incentive Securities, the excess, if any, of the fair
market value of the Incentive Securities at that time over the purchase price
per share, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as
amended, in the manner and within the time period specified by the regulations
promulgated thereunder.
6.7 Termination of Restrictions on Incentive
Securities. The restrictions contained in Sections 6.1 through 6.4 shall
terminate at such time as the Company has consummated a Public Offering.
ARTICLE VII
REGISTRATION RIGHTS
The Investors shall have registration rights with respect
to the Shares as set forth in the Registration Rights Agreement attached hereto
as Exhibit B. Each of the Investors agrees not to effect any public sale or
distribution of any securities of the Company during the periods specified in
the Registration Rights Agreement, except as permitted by the Registration
Rights Agreement, and each such Investor agrees to be bound by the rights of
priority to participate in offerings as set forth therein.
- 34 -
<PAGE> 39
ARTICLE VIII
DEFINITIONS
As used in this Agreement, the following terms shall have
the following meanings:
<TABLE>
<CAPTION>
Term As Defined in Section
- ---- ---------------------
<S> <C>
Adjusted Cost Price ............................................................................... 6.3(a)(ii)(A)
Adjusted Fair Value Price Percentage .............................................................. 6.3(a)(iii)
Affiliate ......................................................................................... 3.4(d)
Agreement ......................................................................................... Recital
Approved Sale ..................................................................................... 4.4(a)
Called Shares ..................................................................................... 6.3(a)(iii)
Cause ............................................................................................. 6.1(b)
Class A Common Stock .............................................................................. Recital
Class B Common Stock .............................................................................. Recital
Closing Date ...................................................................................... 1.3
Closing ........................................................................................... 1.3
Common Stock ...................................................................................... Recital
Company ........................................................................................... Recital and 6.1(a)
Escrow Amount ..................................................................................... 4.5(a)(vi)
Escrow Notice ..................................................................................... 4.5(a)(vi)
EBITDA............................................................................................. 6.3(a)(ii)(C)
Fairchild ......................................................................................... Recital
Fair Market Value Price ........................................................................... 6.3(a)(ii)(B)
Holders ........................................................................................... 4.5(a)(i)
Incentive Securities............................................................................... 6.1(c)
Investors ......................................................................................... Recital
Management Investors .............................................................................. Recital
Management Securities ............................................................................. 1.1
NSC................................................................................................ Recital
Observers ......................................................................................... 4.1
Option Purchase Price ............................................................................. 6.3(a)(ii)
Permitted Transferee .............................................................................. 3.4(b) and 6.2
Preemptive Notice.................................................................................. 4.6(c)
Preemptive Reply................................................................................... 4.6(c)
Preferred Stock.................................................................................... Recital
Public Offering ................................................................................... 6.1(d)
Purchase Option ................................................................................... 6.3(a)(i)
Purchase Number ................................................................................... 6.3(a)(ii)
Recap Agreement ................................................................................... Recital
Recap Closing...................................................................................... 1.1
</TABLE>
- 35 -
<PAGE> 40
<TABLE>
<S> <C>
Regulatory Problem ................................................................................ 4.3
Restricted Investor................................................................................ 3.4(a)
Sale Notice ....................................................................................... 6.3(b)
Securities Act .................................................................................... 3.2(a)
Securities ........................................................................................ Recital
Seller ............................................................................................ 4.5(a)(i)
Seller's Notice ................................................................................... 4.5(a)(ii)
Shares ............................................................................................ Recital
Special Registration Statement .................................................................... 6.3(a)(iii)
Sterling........................................................................................... Recital
Subsequent Offering ............................................................................... 6.3(a)(iii)(A)
Tag-Along Notice .................................................................................. 4.5(a)(ii)
Termination Date .................................................................................. 6.3(a)
Transfer Date ..................................................................................... 6.4
Transfer .......................................................................................... 3.4(a)
Unit Offering ..................................................................................... 6.3(a)(iii)
</TABLE>
"Person" means and includes any individual, corporation,
partnership, firm, association, joint venture, joint stock company, trust or
other entity, or any government or regulatory administrative or political
subdivision or agency, department or instrumentality thereof.
ARTICLE IX
MISCELLANEOUS
9.1 Amendment and Modification. This Agreement may be amended
or modified, or any provision hereof may be waived, provided that such
amendment, modification or waiver is set forth in a writing executed by (i) the
Company, (ii) Sterling (so long as Sterling and its Permitted Transferees own in
the aggregate at least 25% of the outstanding Common Stock on a fully diluted
basis) and (iii) the holders of a majority of the outstanding Common Stock on a
fully diluted basis (including Shares owned by Sterling and its Affiliates) held
by the Investors; provided, however that (x) the provisions of this Agreement
which affect NSC's rights or obligations hereunder cannot be amended, modified
or waived, unless NSC also executes such amendment, modification or waiver and
(y) without the approval of the holders of a majority of the outstanding Common
Stock then held by Management Investors, (A) the provisions of this Agreement
cannot be amended to treat Management Investors differently than the other
Investors and (B) the provisions of Sections 4.5, 4.6, 4.7, 5.2 and 9.1 and
Article VI of
- 36 -
<PAGE> 41
this Agreement may not be amended or modified to the detriment of Management
Investors. No course of dealing between or among any Persons having any interest
in this Agreement will be deemed effective to modify, amend or discharge any
part of this Agreement or any rights or obligations of any Person under or by
reason of this Agreement. If any amendment is made to this Agreement without the
consent of NSC, the Company shall promptly notify NSC of such amendment.
9.2 Survival of Representations and Warranties. The
representations, warranties, covenants and agreements set forth in this
Agreement shall survive the Closing.
9.3 Successors and Assigns; Entire Agreement. This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
successors and permitted assigns and executors, administrators and heirs of each
party hereto. This Agreement sets forth the entire agreement and understanding
among the parties and supersedes all prior agreements and understandings,
written or oral, relating to the subject matter of this Agreement.
9.4 Separability. In the event that any provision of this
Agreement or the application of any provision hereof is declared to be illegal,
invalid or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall remain in full force and effect unless deletion of
such provision causes this Agreement to become materially adverse to any party,
in which event the parties shall use reasonable efforts to arrive at an
accommodation which best preserves for the parties the benefits and obligations
of the offending provision.
9.5 Notices. All notices provided for or permitted hereunder
shall be made in writing by hand-delivery, registered or certified first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery to the
other party at the following addresses (or at such other address as shall be
given in writing by any party to the others):
- 37 -
<PAGE> 42
If to the Company to:
FSC Semiconductor Corporation
333 Western Avenue
Portland, ME 04106
Attention: General Counsel
with required copies to:
Citicorp Venture Capital Ltd.
399 Park Avenue
Sixth Floor
New York, New York 10043
Attention: Richard M. Cashin,
James A. Urry and
Paul V. ("Chip") Schorr
Telecopy: (212) 888-2940
and
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attention: G. Daniel O'Donnell
Telecopy: (215) 994-2222
If to Sterling, to:
Citicorp Venture Capital Ltd.
399 Park Avenue
Fourteenth Floor
New York, New York 10043
Attention: Richard M. Cashin,
James A. Urry and
Paul V. ("Chip") Schorr
Telecopy: (212) 888-2940
- 38 -
<PAGE> 43
with a required copy to:
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attention: G. Daniel O'Donnell
Telecopy: (215) 994-2222
If to NSC to:
National Semiconductor Corporation
2900 Semiconductor Drive
Santa Clara, CA 95052
Attention: General Counsel
Telecopy: (408) 733-0293
with a required copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Barry A. Bryer
Telecopy: (212) 403-2000
If to the Management Investors or any of them, to
their addresses as listed in the books of the Company.
All such notices shall be deemed to have been duly given:
when delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and on the next business day,
if timely delivered to an air courier guaranteeing overnight delivery.
9.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal law of Delaware, without giving effect
to principles of conflicts of law.
9.7 Headings. The headings preceding the text of the sections
and subsections of this Agreement are for convenience of reference only and
shall not constitute a part of this Agreement, nor shall they affect its
meaning, construction or effect.
- 39 -
<PAGE> 44
9.8 Counterparts. This Agreement may be executed in two or
more counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original, and all of which taken
together shall constitute one and the same instrument.
9.9 Further Assurances. Each party shall cooperate and take
such action as may be reasonably requested by another party in order to carry
out the provisions and purposes of this Agreement and the transactions
contemplated hereby.
9.10 Termination. Unless sooner terminated in accordance with
its terms, this Agreement shall terminate on the tenth anniversary of the
Closing Date.
9.11 Remedies. In the event of a breach or a threatened breach
by any party to this Agreement of its obligations under this Agreement, any
party injured or to be injured by such breach, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement. The parties
agree that the provisions of this Agreement shall be specifically enforceable,
it being agreed by the parties that the remedy at law, including monetary
damages, for breach of such provision will be inadequate compensation for any
loss and that any defense in any action for specific performance that a remedy
at law would be adequate is waived.
9.12 Party No Longer Owning Securities. If a party hereto
ceases to own any Securities, such party will no longer be deemed to be an
Investor or Management Investor for purposes of this Agreement.
9.13 No Effect on Employment. Nothing herein contained shall
confer on any Management Investor the right to remain in the employ of the
Company or any of its subsidiaries or Affiliates.
9.14 Pronouns. Whenever the context may require, any pronouns
used herein shall be deemed also to include the corresponding neuter, masculine
or feminine forms.
- 40 -
<PAGE> 45
IN WITNESS WHEREOF, the parties hereto have executed this
Securities Purchase and Holders Agreement the day and year first above written.
FSC SEMICONDUCTOR CORPORATION
By:________________________________
Its:_______________________________
STERLING HOLDING COMPANY, LLC
By:________________________________
Its:_______________________________
NATIONAL SEMICONDUCTOR CORPORATION
By:________________________________
Its:_______________________________
TRUST MANAGEMENT INVESTOR
By:________________________________
Its: Trustee
MANAGEMENT INVESTORS:
___________________________________
- 41 -
<PAGE> 1
Exhibit 23.02
[SAMIL ACCOUNTING CORPORATION LETTERHEAD]
June 29, 1999
The Board of Directors
Fairchild Semiconductor International, Inc.
f/k/a/ FSC Semiconductor Corporation
333 Western Avenue
South Portland, ME 04106
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of Fairchild Semiconductor International,
Inc. of our report dated February 24, 1999 relating to the statements of net
assets (liabilities) of the Power Device Business of Samsung Electronics Co.,
Ltd. as of December 31, 1997 and 1998, and the related statements of operations
and comprehensive income (loss), and cash flows for each of the years in the
three-year period ended December 31, 1998, which appears in such Prospectus. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Samil Accounting Corporation
Samil Accounting Corporation
Seoul, Korea
<PAGE> 1
Exhibit 23.03
The Board of Directors
FSC Semiconductor Corporation:
We consent to the inclusion of our reports dated June 16, 1998, except as to
Note 19, which is as of July 20, 1998, with respect to the consolidated balance
sheets of FSC Semiconductor Corporation as of May 31, 1998 and May 25, 1997, and
the related consolidated and combined statements of operations and stockholders'
equity (deficit) for each of the years in the three-year period ended May 31,
1998, and the related consolidated statement of cash flows for the year ended
May 31, 1998, and the related schedule, which reports appear in this
Registration Statement, and to the reference to our firm under the heading
"Experts" in this Registration Statement on Form S-1.
As discussed in Note 18 to the financial statements, the Company changed its
method of accounting for business process reengineering costs in 1998 to adopt
the provisions of the Emerging Issues Task Force Issue 97-13, "Accounting for
Business Process Reengineering Costs."
/s/ KPMG LLP
Boston, Massachusetts
June 29, 1999
<PAGE> 1
EXHIBIT 23.04
The Board of Directors
Fairchild Semiconductor Corporation of California
(formerly known as Raytheon Semiconductor, Inc):
We consent to the inclusion of our report dated February 27, 1998, with respect
to the balance sheet of Raytheon Semiconductor, Inc. (a wholly owned subsidiary
of Thornwood Trust) as of December 31, 1997, and the related statements of
income, stockholder's equity, and cash flows for the year then ended, which
report appears in this Registration Statement, and to the reference to our firm
under the heading "Experts" in this Registration Statement on Form S-1.
KPMG LLP
Mountain View, California
June 29, 1999
<PAGE> 1
Exhibit 24.01
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
below-named Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
South Portland, State of Maine, on the 14th day of May 1999.
FSC SEMICONDUCTOR CORPORATION
By: /s/ KIRK P. POND
-----------------------------------------
Chairman of the Board of Directors,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Joseph R. Martin, Daniel
E. Boxer and Paul C. Schorr IV, any of whom may act without the joinder of
either of the others, as his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all additional
registration statements relating to the same offering of securities as this
Registration Statement that are filed pursuant to Rule 462(b) of the Securities
Act, and to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities at the above-named Registrant on May 14, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ KIRK P. POND Chairman of the Board of Directors,
- --------------------------------------------------- President and Chief Executive Officer
Kirk P. Pond (principal executive officer)
/s/ JOSEPH R. MARTIN Executive Vice President, Chief Financial
- --------------------------------------------------- Officer and Director (principal financial
Joseph R. Martin and accounting officer)
/s/ BRIAN L. HALLA Director
- ---------------------------------------------------
Brian L. Halla
/s/ WILLIAM N. STOUT Director
- ---------------------------------------------------
William N. Stout
/s/ RICHARD M. CASHIN, JR. Director
- ---------------------------------------------------
Richard M. Cashin, Jr.
/s/ PAUL C. SCHORR IV Director
- ---------------------------------------------------
Paul C. Schorr IV
/s/ RONALD W. SHELLY Director
- ---------------------------------------------------
Ronald W. Shelly
</TABLE>
