PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is dated as of May 23,
2000, and is by and between MATSUSHITA SEMICONDUCTOR CORPORATION OF AMERICA, a
Delaware corporation (hereinafter called "Seller"), having an address at 1111 -
39th Avenue S.E., Puyallup, Washington 98374, and MICROCHIP TECHNOLOGY
INCORPORATED, a Delaware corporation (hereinafter called "PURCHASER"), having an
address at 2355 West Chandler Boulevard, Chandler, Arizona 85224.
WITNESSETH:
In consideration of the mutual covenants, agreements, representations and
warranties contained in this Agreement and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged by
the parties, Seller and Purchaser hereby agree as follows:
ARTICLE I
AGREEMENT TO PURCHASE AND SELL
1.01 REAL PROPERTY.
Seller hereby agrees to sell and Purchaser hereby agrees to purchase, upon
the terms and subject to the conditions hereinafter set forth: (a) that certain
parcel of land located in Pierce County, Washington consisting of approximately
92 acres as more particularly described on EXHIBIT A attached hereto and made a
part hereof, together with the benefit of any rights, privileges, rights of way,
and easements appurtenant thereto (collectively, the "LAND"); and (b) the
existing buildings designated A, B, C, D, G-1, G-2, H, J, K and L located on the
Land, together with all other buildings and all of Seller's right, title and
interest in existing: (i) fixtures, equipment, pipelines, water and waste
treatment facilities, monitoring systems, chemical distribution systems, pure
water systems, telephone switch and communication systems and building systems
owned by Seller and located on, over or under the Land (collectively, the
"BUILDING"); and (ii) all other improvements, utility facilities, driveways,
sidewalks, curbs, gutters, curb cuts, parking areas and landscaping owned by
Seller and located on the Land (collectively, the "IMPROVEMENTS"). The Land, the
Building and the Improvements are hereinafter referred to collectively as the
"REAL PROPERTY."
1.02 PERSONAL PROPERTY.
Seller hereby further agrees to sell and Purchaser hereby further agrees to
purchase, upon the terms and subject to the conditions of this Agreement, all
right, title and interest of Seller in and to: (a) those articles of tangible
personal property located on or used in connection with the operation of the
Real Property; and (b) to the extent assignable: (i) all permits, applications,
licenses, contracts and other agreements relating to the use, zoning,
maintenance or operation of the Real Property (collectively, the "PERMITS"), to
the extent Purchaser desires to have the Permits assigned to it; (ii) all
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contractor's or manufacturer's warranties or guaranties given by third parties
with respect to the Property; (iii) all plans, specifications, surveys and
certificates relating to the Property; and (iv) all rights, contracts and
agreements for utility service to the Real Property, including but not limited
to all telephone numbers assigned to the Real Property. The items to be sold to
Purchaser pursuant to this Section 1.02 are hereinafter collectively referred to
as the "PERSONAL PROPERTY;" and the Real Property and the Personal Property are
hereinafter collectively referred to as the "PROPERTY."
1.03 EXCLUDED ASSETS. Notwithstanding anything to the contrary in this
Agreement, Seller is not selling and Purchaser is not buying those assets
described on the attached Schedule 1.03.
1.04 EXTENSION OF EXCLUSIVITY. From and after the Effective Date until the date
of Closing or any earlier termination of this Agreement (such period being
referred to herein as the "Exclusive Period"), Purchaser shall not, directly or
indirectly: (i) pursue any plans to expand Purchaser's existing floor space for
semiconductor wafer fabrication, which prohibited activity includes, without
limitation, the submission of any applications for permits or completing
preconstruction feasibility or development work; or (ii) pursue the purchase of
any other facility for semiconductor wafer fabrication, which prohibited
activity includes, without limitation, soliciting or submitting offers or
letters of intent or participating in any negotiations for the acquisition of
such a facility. Nevertheless, Purchaser may continue its activities with
respect to facilitization of and equipment installation in its existing floor
space and expansion of its probe and test areas.
ARTICLE II
DEFINITIONS
2.01 DEFINITIONS.
In addition to all other words, terms and phrases defined in this
Agreement, when used in this Agreement, the following words, terms and phrases
shall have the respective meanings. indicated below:
(a) "Bill of Sale": A Bill of Sale, Assignment of Contracts, Permits and
Warranties in the form of Exhibit C attached hereto. The parties will agree on
the exhibit to this document during the Contingency Period.
(b) "Business Day": Any day other than a Saturday, Sunday or official
federal or State of Washington holiday.
(c) "Closing": The consummation of the transactions contemplated by this
Agreement in accordance with Article VIII of this Agreement, including, without
limitation, the delivery of the Deed by Seller, the recording of the Deed with
the County Auditor of Pierce County, Washington and the payment of the Purchase
Price by Purchaser.
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(d) "Closing Date": The date specified by Purchaser in a written notice
given to Seller and Escrow Agent but in no event later than July 26, 2000, and
being the date on which the Closing is to occur, subject to the terms of this
Agreement.
(e) "Contingency Period": The period commencing on the Effective Date and
ending on 5:00 p.m. Pacific Daylight Time July 10, 2000.
(f) "Deed": A Statutory Warranty Deed conveying title to the Real Property
subject only to the Permitted Exceptions in the form of EXHIBIT B attached
hereto.
(g) "Deposit": One Million and No/100 U.S. Dollars ($1,000,000.00)
deposited with Escrow Agent, subject to increase to One Million Five Hundred
Thousand and No/100 U.S. Dollars ($1,500,000.00), all as set forth in Section
4.02.
(h) "Development Agreements": As defined in Section 6.05.
(i) "Effective Date": The date first set forth on page 1 of this Agreement.
(j) "Environmental Law": As defined in Section 5.01(vii).
(k) "Escrow Agent": Chicago Title Insurance Company.
(l) "Estimate": As defined in Section 11.02.
(m) "Escrow": The escrow (No. 569614SS) opened with Escrow Agent to
facilitate the consummation of the transaction contemplated herein.
(n) "Exclusive Period": As defined in Section 1.04.
(o) "Hazardous Substance": As defined in Section 5.01(vii).
(p) "NDA": The nondisclosure agreement described in Section 5.02(a).
(q) "Permitted Exceptions": Those liens, encumbrances, title exceptions,
encroachments and other title matters to which Purchaser does not object in the
manner prescribed in Article VII or that are waived by Purchaser.
(r) "Personal Property Purchase Price": The amount of the Purchase Price
allocated to tangible Personal Property pursuant to the parties' agreement as
set forth in Section 8.02.
(s) "Preliminary Report": The title commitment and exception documents
referenced in Section 7.02.
(t) "Proration Date": 12:01 a.m. on the Closing Date.
(u) "Purchase Price": Eighty Million and No/100 U.S. Dollars
($80,000,000.00).
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(v) "Purchaser's Default": As defined in Section 10.01.
(w) "Purchaser's Broker": CB Richard Ellis, Inc., 2415 E. Camelback Road,
Phoenix, Arizona 85016-4290, Attn: Peter Wentis (602-735-5636).
(x) "Purchaser's Termination Notice": The notice described in Section 6.05.
(y) "Real Property Purchase Price": The amount of the Purchase Price less
the Personal Property Purchase Price.
(z) "Seller's Broker": CMN Inc., dba Colliers International, 601 Union St.,
Suite 5300, Seattle, Washington 98101, Attn: Stephen Rothrock (206-287-4757).
(aa) "Seller's Default": As defined in Section 10.02.
(bb) "Seller's Representative": As defined in Section 6.01.
(cc) "Survey": The ALTA/ACSM of the Real Property being obtained by
Purchaser and prepared by Huitt-Zollars Inc.
(dd) "Title Defect Notice": The notice referenced in Section 7.02.
(ee) "Title Insurance": An extended coverage ALTA owner's policy of title
insurance in the amount of the Real Property Purchase Price, to be issued by
Escrow Agent, insuring Purchaser's fee simple title to the Real Property,
subject only to the Permitted Exceptions as special exceptions.
(ff) "Utility Deposits": All of Seller's right, title and interest in and
to any deposit held by any public or private utility company for utility service
to the Real Property.
2.02 REFERENCES.
All references in this Agreement to particular articles or sections shall,
unless expressly otherwise provided or unless the context otherwise requires, be
deemed to refer to the specific articles or sections in this Agreement. In
addition, "herein," "hereunder," the words, "hereof," and words of similar
import refer to this Agreement as a whole and not to any particular section or
article.
2.03 NUMBER AND GENDER.
All words used herein in singular number shall extend to and include the
plural number, where the context so requires. All words used herein in the
plural number shall extend to and include the singular number, where the context
so requires. All words used herein in any gender, whether male, female or
neuter, shall extend to and include any and all genders as may be applicable in
any particular context.
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ARTICLE III
APPOINTMENT OF ESCROW AGENT
3.01 APPOINTMENT.
Seller and Purchaser hereby appoint Escrow Agent to serve as escrow agent
and open Escrow for the transaction contemplated hereby.
3.02 DEPOSIT.
The Deposit shall be maintained by Escrow Agent in an interest bearing
account. All interest earned thereon shall initially accrue for the benefit of
Purchaser (who may apply it to the Purchase Price at Closing) and shall become a
part of the Deposit and be disbursed as provided in Article 10. Purchaser shall
pay the bank fees, if any, in connection with the interest bearing account.
ARTICLE IV
PURCHASE PRICE AND DEPOSIT
4.01 PURCHASE PRICE AND PAYMENT OF PURCHASE PRICE.
On the terms and subject to the conditions set forth in this Agreement,
Purchaser hereby agrees to pay the Purchase Price to Seller in lawful money of
the United States on the Closing Date by federal wire transfer of immediately
available funds into a designated account of Escrow Agent.
4.02 DEPOSIT.
(a) DELIVERY OF DEPOSIT. Before the Effective Date of this Agreement,
Purchaser delivered the initial Deposit of $1,000,000.00 into Escrow, subject to
the terms and provisions of this Agreement. On the first Business Day following
the Contingency Period, provided that Purchaser has not elected to terminate
this Agreement by the end of the Contingency Period, Purchaser shall deposit via
wire transfer an additional $500,000.00 with Escrow Agent. Such second deposit
shall become part of the Deposit for all purposes under this Agreement. The
Deposit and all interest earned thereon shall be held, disbursed and applied as
herein provided.
(b) DISPOSITION OF DEPOSIT.
(i) If Purchaser terminates this Agreement in accordance with the
terms of this Agreement (or if the Closing does not occur through no fault of
Purchaser or because a condition has failed), Purchaser shall be entitled to the
immediate return of the Deposit and all interest earned thereon.
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(ii) If the Closing occurs, Purchaser shall receive a credit at
Closing against the Purchase Price and any other amounts payable by Purchaser on
the Closing Date in an amount equal to the Deposit and all interest earned
thereon.
(iii) If a Purchaser's Default or Seller's Default occurs, Seller and
Purchaser's respective rights concerning the Deposit and all interest earned
thereon shall be governed by Article X below.
ARTICLE V
"AS IS" SALE; DUE DILIGENCE MATERIALS
5.01 AS-IS SALE.
Except as otherwise expressly set forth in Section 9.01, Purchaser
specifically acknowledges and agrees that Seller is selling and Purchaser is
purchasing the Property on an "as is with all faults" basis and that Purchaser
is not relying on any representations or warranties of any kind whatsoever,
express or implied, from Seller, its employees, directors, officers, agents,
consultants, contractors and brokers as to any matters concerning the Property
including, without limitation, any information contained in any report, plan, or
other written material given by Seller to Purchaser with respect to the
Property.
Without in any way limiting the generality of the immediately preceding
paragraph, except as otherwise expressly set forth in Section 9.01, in entering
into this Agreement and purchasing the Property, Purchaser hereby acknowledges
that Seller, its employees, directors, officers, agents, consultants,
contractors and brokers have not made, do not hereby make and will not hereafter
be deemed to have made any representations or warranties or guarantees, whether
express or implied, with respect to the Property or the physical condition
thereof, including without limitation:
(i) the quality, nature, adequacy and physical condition of the Property,
including, but not limited to, the electrical, mechanical, HVAC, plumbing,
sewage, utility systems, structural elements, foundation, roof, appurtenances,
access, landscaping and parking facilities.
(ii) the quality, nature, adequacy and physical condition of soils, geology
and groundwater.
(iii) the existence, quality, nature, adequacy and physical condition of
utilities servicing the Real Property.
(iv) the development potential of the Real Property and the Real Property's
use, habitability, merchantability, fitness, suitability, value or adequacy of
the Real Property for any particular purpose.
(v) the zoning of the Real Property or any other public or private
restrictions on use of the Real Property.
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(vi) the compliance of the Real Property or its operation with any
applicable codes, laws and restrictions of any governmental or
quasi-governmental entity or of any other person or entity.
(vii) the presence of Hazardous Substances (as hereinafter defined) on,
under, in, or about the Property. The term "Hazardous Substances" shall mean any
chemical, substance, waste, material or gas that is deemed hazardous, toxic, a
pollutant or a contaminant under any "Environmental Laws" (as hereinafter
defined), or that has been shown to have significant adverse effects on human
health or the environment. "HAZARDOUS SUBSTANCES" shall include, without
limitation, petroleum and petroleum products, asbestos, chlorofluorocarbons,
radon gas and polychlorinated biphenyls. The term "ENVIRONMENTAL LAWS" shall
mean all statutes, ordinances, relating to pollution or protection of human
health or the environment, including, without limitation, emissions, discharges,
releases or threatened releases of Hazardous Substances or the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Substances.
(viii) the existence, status, restrictions and transferability of the
Permits.
5.02 DUE DILIGENCE INFORMATION.
(a) The parties have entered into a Confidentiality and Nondisclosure
Agreement dated May 5, 2000 (No. 6498) and the Addendum thereto (the "NDA"),
which NDA is incorporated herein by reference as a part hereof. Notwithstanding
the foregoing, the parties agree that, if Closing occurs, the NDA shall be
deemed modified on the Closing Date to apply to only Seller's proprietary trade
secrets that Purchaser may have discovered during its inspection of the
Property.
(b) If for any reason the Closing does not occur, Purchaser (i) shall
return immediately to Seller all materials and other information regarding the
Property that Seller has provided to Purchaser; and (ii) shall deliver
immediately to Seller copies of all results and reports of studies, tests,
inspections and other investigations of the Property conducted by or at the
direction of Purchaser. The provisions of these Sections 5.02(a) and 5.02(b)
shall survive the termination of this Agreement.
ARTICLE VI
PURCHASER'S INVESTIGATIONS; CONTINGENCIES;
PURCHASER'S RIGHT TO TERMINATE
6.01 PURCHASER'S INDEPENDENT INVESTIGATION.
Purchaser shall have the right between the Effective Date and the Closing,
or until this Agreement is terminated, to enter upon the Real Property upon
reasonable prior notice (which may be verbal) to either John Sismondi (with
Seller) at 253-841-6108 or Kerry Bucklin (Seller's counsel) at 206-515-2245
(herein collectively "SELLER'S REPRESENTATIVE"). Such investigation shall be at
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Purchaser's sole cost and expense and without material damage to the Property.
Purchaser shall be entitled to perform, or cause to be performed, such surveying
and engineering studies, environmental assessments and other studies or analyses
of the Property that Purchaser determines are required to properly investigate
and evaluate the Property for purchase. Notwithstanding the foregoing, no
environmental assessment or other invasive testing shall be performed at the
Property unless Seller first approves in writing the scope of such assessment
and the company or persons who shall perform such testing, which approval shall
not be unreasonably withheld or delayed. Purchaser shall promptly deliver to
Seller copies of all studies, reports and assessments obtained by Purchaser with
respect to the Property. Purchaser shall take all reasonable precautions to
minimize the impact of any work performed by Purchaser at the Property.
Purchaser shall, in a timely manner, restore the Property, at its sole cost, to
the condition that existed immediately before the activities described herein,
including, without limitation, all physical alteration or damage to the
Property. The obligations of Purchaser under this Section 6.01 shall survive any
termination of this Agreement. Purchaser shall coordinate in advance with Seller
all inspections of the Real Property. Seller shall have the right to have a
representative accompany Purchaser's representatives and consultants during
their inspections of the Property, provided that such right does not limit the
timing of Purchaser's inspections or access to the Property.
6.02 INDEMNITY.
Purchaser agrees to defend, indemnify and save Seller, its employees,
officers, directors, representatives, invitees and agents harmless from and
against all claims, demands, liabilities, costs, losses, damages, suits,
proceedings and other obligations (including, without limitation, reasonable
attorneys' fees and costs) to the extent resulting from any negligent act or
omission or intentional misconduct of Purchaser, its consultants, agents,
contractors, representatives and employees, in connection with the investigation
activities of Purchaser, its consultants, agents, contractors, representatives
and employees on the Real Property. The foregoing indemnity obligation of
Purchaser contained in this Section 6.02 shall survive the Closing or sooner
termination of this Agreement for a period of one (1) year thereafter.
6.03 PERMIT TRANSFERS.
Purchaser will be reviewing the Permits to determine whether and which of
the Permits it wishes to have transferred to it. Seller shall reasonably
cooperate with and assist Purchaser in Purchaser's attempts to have the Permits
assigned to Purchaser (to the extent that Purchaser requests), including but not
limited to, meeting with government, tribal and agency personnel, introducing
Purchaser and its representatives to appropriate people and joining applications
for the transfers. Purchaser shall pay all fees due to third parties in
connection with such transfers and Purchaser shall not require that Seller hire
third-party consultants or incur third-party expenses not normally incurred by
Seller as part of its operation or maintenance of the Property as part of its
duty to cooperate and assist under this paragraph. Nothing herein shall require
Purchaser to pay any of Seller's legal fees in connection with Seller's duty to
cooperate and assist under this paragraph. To the extent the Permits are
assignable and Purchaser determines that it wants the assignment of a particular
Permit, Seller shall assign the same to Purchaser at Closing in the Bill of
Sale.
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Purchaser shall advise Seller in advance of scheduled contacts with
government, tribal and agency personnel. Seller's designated lawyer may attend
Purchaser's meetings with the Puyallup Tribe, subject to resolution of any
conflict of interest issues with Seller's lawyer to Purchaser's satisfaction.
6.04 SERVICE CONTRACTS.
As part of its due diligence review, Purchaser shall have the right to
review all service, operation, maintenance or financing leases and/or contracts
affecting the Property (and Seller shall promptly provide copies of same to
Purchaser). To the extent that such leases and contracts are assignable and
Purchaser desires to receive an assignment thereof, such leases and contracts
shall be assigned to Purchaser in the Bill of Sale. To the extent not so
assigned, Seller shall terminate such leases and contracts at Closing at its
expense. Purchaser shall assume Seller's obligations as of the Closing Date
under such leases and contracts that are assigned to Purchaser.
6.05 DEVELOPMENT AGREEMENTS.
Seller shall assign to Purchaser at Closing and Purchaser shall assume all
of Seller's obligations to the extent arising after or relating to a period of
time after the Closing Date under the following documents and agreements, as the
same may be amended through Purchaser's negotiations with the relevant parties
(collectively, the "Development Agreements"): License Agreement between Seller
and the City of Puyallup dated December 12, 1996, with respect to wastewater
discharge; Concomitant Agreement between Fairchild Camera and Instrument
Corporation and the City of Puyallup dated May 29, 1981; and Memorandum of
Agreement between the Puyallup Tribe, the Environmental Protection Agency, and
the Washington Department of Ecology executed in 1997, as amended. Seller shall
not be responsible for obtaining any necessary consents for the assignment of
the Development Agreements, although Seller shall cooperate with Purchaser to
obtain the assignments as provided in Section 6.03.
6.06 RIGHT TO TERMINATE.
If Purchaser determines, in its sole and absolute discretion, that the
Property (or any aspect thereof, including but not limited to future use and
development potential thereof) is not suitable, appropriate or feasible for
Purchaser's intended use, Purchaser may at any time, on or before the expiration
of the Contingency Period, terminate this Agreement by giving to Seller notice
of Purchaser's election to do so ("PURCHASER'S TERMINATION NOTICE"). If
Purchaser terminates this Agreement pursuant to this section, Purchaser shall be
entitled to the immediate return of the Deposit and all interest earned thereon.
In such event, except as expressly provided otherwise herein, this Agreement
shall be of no further force and effect and the parties shall have no further
rights, obligations or liabilities hereunder.
6.07 ACCESS TO REMEDIAL PURPOSES.
It is understood that Seller is a party to a February 21, 1991 letter
agreement (as it may be amended or replaced, being referred to here in as the
"Letter Agreement") among National Semiconductor Corporation, Fairchild
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Semiconductor Corporation, Matsushita Electronics Corporation and Seller. The
purpose of the Letter Agreement is to provide for the remediation of an
environmental condition that existed as of the date that the Real Property was
purchased by Seller. Purchaser wishes to facilitate continued implementation of
the Letter Agreement and toward that end, after Closing, Purchaser shall provide
Seller, Seller's agents or designees, reasonable access to the Real Property so
that the terms and conditions of the Letter Agreement may continue to be
implemented in a timely fashion.
ARTICLE VII
TITLE EXAMINATION AND SURVEY MATTERS
7.01 TITLE TO BE CONVEYED.
Seller shall transfer good, marketable and insurable title to the Real
Property by the Deed on the Closing Date, subject only to the Permitted
Exceptions.
7.02 TITLE EXAMINATION.
Escrow Agent has delivered to Seller and Purchaser a preliminary title
commitment for the Title Insurance, together with readable copies of all
documents identified in Schedule B thereof (collectively called the "PRELIMINARY
REPORT"). In addition, Purchaser may order a survey of the Real Property, if it
determines the same is necessary or desirable. Purchaser shall have until the
later of twenty (20) days (a) after the Effective Date, or (b) receipt of the
Survey (but in no event later than the expiration of the Contingency Period) to
object to any matter disclosed therein by giving written notice (the "TITLE
DEFECT NOTICE") of the objection to Seller. If, after the initial issuance of
the Preliminary Report and giving of the initial Title Defect Notice, Escrow
Agent amends the Preliminary Report by adding a new exception thereto, Purchaser
shall be entitled to give a Title Defect Notice to such exception within five
(5) Business Days after receipt of the amendment, a copy of any instrument(s)
referred to therein and an updated Survey (if necessary to show the location of
the referenced item) to reflect the matter disclosed by the amendment are
received by Purchaser. Any matters not referenced in a timely Title Defect
Notice shall be deemed approved by Purchaser.
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7.03 CURING AND REMOVAL OF TITLE OBJECTIONS.
Seller shall, within ten (10) Business Days after receipt of a Title Defect
Notice, do one of the following:
(a) Seller may notify Purchaser that Seller cannot or will not attempt to
remove or otherwise cure the objection set forth in the Title Defect Notice. If
Seller so notifies Purchaser, Purchaser shall, on or before the third Business
Day after Seller's notice is received, by giving notice to Seller, do one of the
following:
(i) elect to proceed with the Closing, in which event such objections
shall be conclusively presumed thereafter to be waived by Purchaser and the
Closing shall occur without any credit against the Purchase Price on account
thereof; or
(ii) elect to terminate this Agreement, in which event Purchaser shall
be entitled to the immediate return of the Deposit and all interest earned
thereon and, except as expressly provided otherwise in this Agreement, this
Agreement shall be of no further force and effect and the parties shall have no
further rights, obligations or liabilities hereunder; or
(b) Seller may notify Purchaser that Seller will attempt to remove or cure
the objections. If, within ten (10) Business Days after giving notice to
Purchaser in accordance with this clause (b), Seller is not able or is no longer
willing to remove or cure the objections, Seller shall so notify Purchaser and
Purchaser shall have the right to make an election as if Seller had given notice
in accordance with clause (a) above. The Closing Date shall be extended for such
period of time as to give Seller and Purchaser the benefit of the time periods
stated in this Section 7.03(b).
If Seller fails to give timely notice under either clause 7.03(a) or
7.03(b) above, Seller shall be deemed to have made the election under clause
7.03(a) and Purchaser shall have the right to elect to proceed or to terminate
pursuant to Section 7.03(a)(i) or 7.03(a)(ii) above.
If Purchaser does not give notice of Purchaser's election to terminate
under Section 7.03(a)(ii) above, Purchaser shall be conclusively presumed to
have agreed to accept title subject to the matters objected to in the Title
Defect Notice and the Closing shall occur without any credit against the
Purchase Price, subject to Purchaser's right to terminate this Agreement in
accordance with the other provisions of this Agreement.
Notwithstanding anything to the contrary contained herein, Seller agrees to
satisfy, release and cure any objections set forth in a Title Defect Notice with
respect to any mortgages, deeds of trust, judgment liens, mechanics' or
materialmen's liens, delinquent taxes or assessments or other monetary
encumbrances that encumber the Real Property. The foregoing obligation shall not
include the Development Agreements that are being assumed pursuant to Section
6.05.
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ARTICLE VIII
CLOSING
8.01 TIME AND PLACE OF CLOSING.
The Closing shall take place on the Closing Date at the office of Escrow
Agent, Suite 1800, 701 Fifth Avenue, Seattle, Washington 98104. Time is of the
essence hereof.
8.02 PURCHASE PRICE ALLOCATION.
Before the end of the Contingency Period, the parties will reasonably agree
on the allocation of a portion of the Purchase Price to tangible Personal
Property for purposes of paying use tax on such property.
8.03 CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS.
The Purchaser's obligations to consummate the transactions contemplated by
this Agreement shall be subject to satisfaction, on or before the Closing Date,
of each of the following conditions precedent, any one or more of which may be
waived by Purchaser:
(a) all of the representations and warranties of Seller contained in
Section 9.01 of this Agreement shall be true and correct in all material
respects on and as of the Closing Date, as though republished and remade on and
as of the Closing Date;
(b) Seller shall have performed in all material respects all of its
obligations contained in this Agreement to be performed on or before the Closing
Date;
(c) this Agreement shall not have been terminated previously in accordance
with its terms; and
(e) Escrow Agent shall issue or be committed to issue the Title Insurance,
effective as of the time of Closing.
8.04 CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS.
The Seller's obligations to consummate the transactions contemplated by
this Agreement shall be subject to the satisfaction, on or before the Closing
Date, of each of the following conditions precedent, any one or more of which
may be waived by Seller:
(a) all of the representations and warranties of Purchaser contained in
this Agreement shall be true and correct in all material respects on and as of
the Closing Date, as though republished and remade as of the Closing Date;
(b) Purchaser shall have performed in all material respects all of its
obligations contained in this Agreement to be performed on or before the Closing
Date; and
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(c) this Agreement shall not have been terminated previously in accordance
with its terms.
8.05 SELLER'S CLOSING DELIVERIES.
On the Closing Date, and in addition to any other documents or instruments
required to be delivered by Seller under this Agreement, Seller shall deliver or
cause to be delivered to Escrow Agent, and duly and validly executed, attested,
notarized and acknowledged, as appropriate, the following:
(a) the Deed;
(b) the Bill of Sale;
(c) an affidavit of Seller stating Seller's U.S. taxpayer identification
number and that Seller is not a "foreign person" within the meaning of Section
1445(f)(3) of the Internal Revenue Code of 1986, as amended;
(d) such affidavits and indemnities to the Escrow Agent relating to
mechanics' liens, parties in possession and other owner's title insurance
matters as Escrow Agent may reasonably require and as are customarily provided
by a seller in Seattle, Washington;
(e) appropriate documentation of Seller's corporate authority to complete
the transactions contemplated hereby; and
(f) all keys and other access devices (including codes and pass cards) to
the Building appropriately tagged for identification.
8.06 PURCHASER'S CLOSING DELIVERIES.
On the Closing Date, and in addition to any other documents or instruments
required to be delivered by Purchaser under this Agreement, Purchaser shall
deliver or cause to be delivered to Escrow Agent, and duly and validly executed,
attested, notarized and acknowledged, as appropriate, the following:
(a) the Purchase Price, plus or minus prorations and adjustments as
provided in Section 8.08 below and fees and closing costs as provided in Section
8.09 below, payable in the manner prescribed in Section 4.01 above;
(b) Appropriate documentation of Purchaser's corporate authority to
complete the transactions contemplated hereby; and
(c) A use tax return for the tangible Personal Property using the Personal
Property Purchase Price as the purchase price shown thereon, with evidence of
the payment of the tax indicated by the tax return.
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8.07 JOINT DELIVERIES.
On the Closing Date, the parties hereto will jointly execute (and attest,
acknowledge and notarize as appropriate) and deliver to Escrow Agent the
following:
(a) excise tax affidavit using the Real Property Price as the purchase
price shown thereon;
(b) their respective closing and settlement statements; and
(c) any other documents and instruments that are reasonably necessary to
consummate the transactions contemplated by this Agreement, provided that such
documents and instruments are consistent with the parties' intent as expressed
in this Agreement.
8.08 PRORATIONS AND ADJUSTMENTS.
The following items shall be prorated and adjusted between the parties on
the Proration Date in the following manner:
(a) REAL ESTATE TAXES. All city, county and state ad valorem property taxes
or assessments affecting the Real Property for the 2000 tax year shall be
prorated between the Purchaser and the Seller, as of the Proration Date, based
on the 2000 tax bill.
(b) PERSONAL PROPERTY TAXES. All personal property taxes affecting the
Personal Property for the 2000 tax year, if any, shall be prorated between the
Purchaser and the Seller, as of the Proration Date. Because personal property
taxes are paid a year in arrears, the proration shall be based upon a "quick
collect" estimate of the current year's taxes obtained by Escrow Agent.
(c) UTILITY DEPOSITS. Seller shall receive a credit from Purchaser in the
amount of any Utility Deposits, which Deposits shall be assigned to and become
the property of Purchaser at Closing.
(d) UTILITY PAYMENTS. All utility charges levied or assessed against the
Real Property shall be prorated between Seller and Purchaser as of the Proration
Date. Seller shall use reasonable efforts to cause each utility meter to be read
by the appropriate utility company immediately before the Proration Date. If and
to the extent it cannot do so, utility charges shall be initially prorated as of
the Proration Date based upon a per diem rate determined based upon the charges
for the month immediately preceding the month during which the Closing occurs
and shall be finally reprorated as soon after the Closing Date as Seller and
Purchaser can obtain said readings, after which Seller or Purchaser as the case
may be, shall promptly deliver to the other any amount owing as a result of said
reproration.
(e) OTHER PRORATIONS AND ADJUSTMENTS. The parties are not currently aware
of any other costs or expenses that must be adjusted between them on the
Proration Date, and if any such costs or expenses arise or become known to them
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on or before the Closing Date, they shall be equitably adjusted between the
parties in accordance with customary practice in the City of Seattle.
The provisions of this Section 8.08 shall survive the Closing.
8.09 FEES AND CLOSING COSTS.
(a) Escrow fees shall be borne equally by the parties;
(b) Purchaser shall pay for recording the Deed and such other documents
delivered to, by or on behalf of Purchaser at the Closing as shall be recorded
in connection with this transaction;
(c) Seller shall pay any real estate excise taxes with respect to the Real
Property conveyance hereunder. Purchaser shall pay any sales or use tax with
regard to the sale of the tangible Personal Property;
(d) Seller and Purchaser shall each pay such other closing costs as are
customarily paid by each such party in the City of Seattle;
(e) Seller shall pay the portion of premium applicable for a standard
coverage title insurance policy in the amount of the Real Property Purchase
Price. The additional premium for the extended coverage portion of the Title
Insurance and the cost of any endorsements requested by Purchaser shall be paid
by Purchaser; and
(f) Each party shall pay the fees for its own counsel and other consultants
retained in connection with the purchase and sale of the Property.
ARTICLE IX
REPRESENTATIONS AND WARRANTIES
9.01 REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller hereby makes the following representations and warranties to
Purchaser in connection with the sale of the Property and the transactions
contemplated by this Agreement with the understanding that said representations
and warranties constitute a material inducement to and are being relied upon by
Purchaser:
(a) Seller is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation. This Agreement has
been duly and validly authorized executed and delivered by Seller. Seller has
requisite corporate authorization to complete the transactions contemplated by
this Agreement;
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(b) Seller has no actual knowledge of the presence of any Hazardous
Substances in, on, over or under the Real Property, except as disclosed in the
due diligence materials provided to Purchaser. To Seller's actual knowledge
there are no outstanding notices of violation for non-compliance with any
existing Environmental Law relating to the Real Property, except as disclosed in
the due diligence materials provided to Purchaser;
(c) Seller has no actual knowledge of any underground tanks currently
located at the Real Property, except as disclosed in the due diligence materials
provided to Purchaser; and
(d) Seller has no actual knowledge of any litigation or proceeding
(including any condemnation actions or enforcement actions) pending or
threatened with regard to the Property, except as disclosed in the due diligence
materials provided to Purchaser.
Seller's actual knowledge shall be limited to the actual knowledge of
Seller's current employees, directors and officers and E. Larry Berrett at Site
Specific Services, Inc.
The representations and warranties set forth in this Section 9.01 shall
survive the Closing for a period of one (1) year after the Closing Date. In no
case shall Seller be liable for any of Purchaser's consequential damages
resulting from a breach of this section. Any claim by Purchaser that Seller has
breached any of its representations or warranties shall be barred and deemed
extinguished if written notice of the claim is not given by Purchaser to Seller
within one (1) year after the Closing Date.
9.02 REPRESENTATIONS AND WARRANTIES OF PURCHASER.
Purchaser hereby represents and warrants to Seller, with the understanding
that said representations and warranties constitute a material inducement to and
are being relied upon by Seller, as follows:
(a) Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. This Agreement has been duly
and validly authorized, executed and delivered by Purchaser. Purchaser has all
requisite corporate authorization to complete the transactions contemplated by
this Agreement.
(b) Purchaser has all funds immediately available to close this purchase
transaction.
ARTICLE X
DEFAULTS AND REMEDIES
10.01 PURCHASER'S DEFAULTS AND SELLER'S REMEDIES.
(a) PURCHASER'S DEFAULTS. It shall be a default by Purchaser under this
Agreement (a "PURCHASER'S DEFAULT") if any one or more of the following shall
occur:
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(i) Purchaser fails to (a) pay the Purchase Price on the Closing Date,
or (b) fails to perform its other agreements contained in this Agreement and
such failure shall continue for five (5) Business Days after Seller gives
Purchaser notice of such failure; or
(ii) any representation or warranty of Purchaser contained in this
Agreement shall prove to have been materially false, incorrect or incomplete
when made.
(b) SELLER'S REMEDIES FOR PURCHASER'S DEFAULT. If a Purchaser's Default
occurs, then, following the expiration of the cure or grace period, if any,
provided in subsection (a) above, Seller shall have the right, as its sole and
exclusive remedy, to immediately receive the Deposit and all interest earned
thereon, as liquidated damages, in which case this Agreement shall be deemed
terminated and, except as expressly provided otherwise herein, this Agreement
shall be of no further force and effect and neither Purchaser nor Seller shall
have any further rights, obligations or liabilities hereunder. If Purchaser
fails, without legal excuse, to complete the purchase of the Property, the
Deposit made by Purchaser shall be forfeited to Seller as the sole and exclusive
remedy available to Seller for such failure. 10.02 SELLER'S DEFAULT AND
PURCHASER'S REMEDIES.
(a) SELLER'S DEFAULTS. It shall be a default by Seller under this Agreement
(a "SELLER'S DEFAULT") if either or both of the following shall occur:
(i) Seller fails to perform its agreements contained in this Agreement
and such failure shall continue for five (5) Business Days after Purchaser gives
Seller notice of such failure; and
(ii) any representation or warranty of Seller contained in this
Agreement shall prove to have been materially false, incorrect or incomplete
when made.
(b) PURCHASER'S REMEDIES FOR SELLER'S DEFAULT. If a Seller's Default
occurs, then, following the expiration of the cure or grace period, if any,
provided in subsection (a) above, Purchaser shall have the right, as its sole
and exclusive remedy either (i) to terminate this Agreement by giving notice
thereof to Seller, in which event Purchaser shall be entitled to the immediate
return of the Deposit and all interest earned thereon and shall be entitled to
recover Purchaser's costs and expenses incurred in conducting its due diligence
investigation of the Property; or (ii) to seek specific performance of Seller's
obligations under this Agreement. If Purchaser elects to terminate this
Agreement, except as expressly provided otherwise herein, this Agreement shall
be of no further force and effect and neither Purchaser nor Seller shall have
any further rights, obligations or liabilities hereunder.
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ARTICLE XI
CONDITION/DAMAGE AND DESTRUCTION
11.01 EMINENT DOMAIN AND CONDEMNATION.
(a) If, at any time prior to Closing, a material portion of the Real
Property (which is defined to mean such portion of the Land and/or the Building
that will substantially interfere with Purchaser's use thereof) is taken or
condemned or becomes the subject of any eminent domain or condemnation
proceeding, or if Seller receives notice from any governmental entity with the
right to exercise the power of eminent domain that it desires or intends to take
a material portion of the Real Property (as defined above), then Seller shall so
notify Purchaser and Purchaser may, at its sole discretion, elect by notice to
Seller before the Closing Date, as its sole and exclusive remedy, either to (i)
terminate this Agreement, in which event Purchaser shall be entitled to the
immediate return of the Deposit and all interest earned thereon and, except as
expressly provided otherwise herein, this Agreement shall be of no further force
and effect and the parties shall have no further rights, obligations or
liabilities hereunder; or (ii) accept the Real Property subject to such
condemnation proceeding or in the condition in which it is left following such
condemnation or taking and receive either the full amount of the condemnation
award that Seller has received for the Real Property or, if Seller has not
received such award on or before the Closing Date, accept an assignment from
Seller, in form and content reasonably acceptable to Seller and Purchaser, of
Seller's rights to such award.
(b) If, at any time before Closing, less than a material portion of the
Real Property (as defined in Section 11.01(a)) is taken or condemned or becomes
the subject of any eminent domain or condemnation proceeding or if Seller
receives notice from any governmental entity with the right to exercise the
power of eminent domain that it desires or intends to take less than a material
portion of the Real Property), then Seller shall so notify Purchaser and
Purchaser agrees to accept the Real Property subject to such condemnation
proceeding or in the condition in which it is left following such condemnation
or taking and receive either the full amount of the condemnation award that
Seller has received for the Real Property or, if Seller has not received said
award on or before the Closing Date, accept an assignment from Seller, in form
and content reasonably acceptable to Seller and Purchaser, of Seller's rights to
such award.
11.02 DAMAGE AND DESTRUCTION.
If at any time before the Closing Date, the Building or all or any other
portion of the Real Property is wholly or partially damaged or destroyed as a
result of fire or other casualty not caused by Purchaser, its agents,
contractors, representatives, consultants or employees, the Closing shall be
postponed, if necessary, while Seller procures an estimate of the cost and time
to complete repairing such damage or destruction, such estimate to be
established by a claims adjuster acceptable to both Seller and Purchaser within
fifteen (15) Business Days of the casualty (the "Estimate"). Based upon said
Estimate, the parties shall have the following sole and exclusive rights:
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(a) if the cost of repairing the damage as set forth in the Estimate does
not exceed Three Million and No/100 Dollars ($3,000,000.00) and if the time
required for such repair as set forth in the Estimate is not more than ninety
(90) days from the time that such repair is commenced, then the Closing shall
take place. At Closing, Seller will assign insurance proceeds less amounts used
towards restoration that Seller completed and at the Closing Seller shall also
pay Purchaser the amount of the deductible under any insurance policy that
covers the damage. In no event shall Seller be obligated to undertake any
restoration;
(b) if the cost of repairing the damage as set forth in the Estimate is
more than Three Million and No/100 Dollars ($3,000,000.00) or if the time
required for such repair as set forth in the Estimate is more than ninety (90)
days from the time that such repair is commenced, then Purchaser may give notice
to Seller terminating this Agreement within fifteen (15) Business Days of
receipt of the Estimate. In the event of such termination, Purchaser shall have
the right as its sole and exclusive remedy to receive from Escrow Agent the
Deposit and all interest earned thereon and, except as expressly provided
herein, this Agreement shall be of no further force and effect and the parties
shall have no further rights, obligations and liabilities hereunder. If
Purchaser does not terminate this Agreement pursuant to this Section 11.02(b),
then the Closing shall take place and at Closing Seller will assign insurance
proceeds up to the amount of the Purchase Price less amounts used towards
restoration that Seller has completed. At the Closing Seller shall also pay
Purchaser the amount of the deductible under any insurance policy that covers
the damage. In no event shall Seller be obligated to undertake any restoration.
The Closing Date shall be extended for the period of time necessary to
allow the parties the election stated in this Section 11.02(b).
ARTICLE XII
BROKER
12.01 BROKER.
Purchaser and Seller acknowledge that no broker has acted as an
intermediary in connection with the transactions contemplated by this Agreement
except for CB Richard Ellis, Inc. and Colliers International. Seller shall pay
the commission due to Colliers International, and Colliers International shall
pay CB Richard Ellis, the commission stated in a separate co-brokerage
agreement. Seller and Purchaser each hereby represents and warrants to the other
that it has not dealt with any other broker, finder or other intermediary in
connection with the transactions contemplated hereby and that no other such fees
or commissions are due or payable by it to any other third party by reason of
any of the said transactions. Seller and Purchaser each agrees further to
indemnify, defend and hold the other harmless of, from and against any and all
costs, losses, claims, damages, liabilities, expenses and other obligations
(including, without limitation, reasonable attorneys' fees and costs) arising
from or in connection with or otherwise resulting from a breach of their
respective representations and warranties contained in this Section 12.01 or any
claim by any broker, finder, intermediary or other third party claiming to have
been employed by or at the direction of the indemnifying party. The provisions
of this Section 12.01 shall survive the Closing.
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ARTICLE XIII
OPERATING COVENANT AND POSSESSION
13.01 OPERATION OF PROPERTY.
Until the Closing Date, Seller agrees to operate and maintain the Property
in the condition and in the manner as is operated and maintained as of the
Effective Date, ordinary wear and tear excepted (and except as provided in
Article XI). Seller shall keep its certificate(s) of occupancy for the Building
in full force and effect until the Closing Date.
13.02 POSSESSION.
Purchaser shall be entitled to possession on the Closing Date.
ARTICLE XIV
GENERAL PROVISIONS
14.01 NOTICES.
Except for the express verbal notice that is permitted pursuant to Section
6.01 above, all notices, demands, requests, consents, waivers, approvals and
other communications shall be in writing and shall be deemed given when given by
a party or its attorney and shall be effective upon actual receipt or refused
delivery thereof during business hours provided a receipt is obtained, or upon
the earlier of receipt or the fifth Business Day after posting by certified
mail, return receipt requested, postage charges prepaid, or on the next Business
Day following delivery to an overnight delivery service such as federal express
or express mail, freight charges prepaid, or upon delivery during business hours
if by telecopier transmissions provided a receipt is obtained, in each case
addressed or delivered to the respective parties at their respective addresses
or telecopier numbers set forth below (or at such other addresses or telecopier
numbers designated by any party at any time by notice to the other parties in
the manner set forth herein):
SELLER: Matsushita Semiconductor Corporation of America
1111 - 39th Avenue S.E.
Puyallup, Washington 98374
Telecopier: (206) 841-6516
Attn: Noriyuki Yano, Managing Director
and to: Matsushita Electronics Corporation
1, Kotari-yakemachi, Nagaokakyo, Kyoto
617-8520 Japan
Telecopier: (075) 955-1645
Attn: Satoshi Teramoto, Director in Charge of Overseas Operations
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with a copy to: Short Cressman & Burgess P.L.L.C.
999 Third Avenue, Suite 3000
Seattle, Washington 98104
Telecopier: (206) 340-8856
Attn: Kerry S. Bucklin
PURCHASER: Microchip Technology Incorporated
2355 West Chandler Boulevard
Chandler, Arizona 85224
Telecopier: (480) 917-4112
Attn: Robert J. Lloyd, VP Site Services &
Facilities Management
with a copy to: Preston Gates & Ellis LLP
701 Fifth Avenue
Suite 5000
Seattle, Washington 98104
Telecopier: (206) 623-7022
Attn: Shannon J. Skinner
14.02 AMENDMENTS.
This Agreement may not be amended or extended, except by a written
instrument duly executed by both parties. Any such written instrument entered
into in accordance with the provisions of the preceding sentence shall be valid
and enforceable notwithstanding the lack of separate legal consideration
therefor.
14.03 GOVERNING LAW.
This Agreement is made pursuant to and shall be governed by and construed
in accordance with the internal laws of the State of Washington without
reference to conflicts of laws principles.
14.04 HEADINGS.
The title of this Agreement and the article, section and other headings
used in this Agreement have been inserted for convenience of reference only, are
not part of the parties' agreement, shall not be deemed in any manner to modify,
expand, explain or restrict any of the provisions of this Agreement and are not
intended to have any legal effect. Accordingly, no reference shall be made to
any such title or heading for the purpose of interpreting, construing or
enforcing any of the provisions of this Agreement.
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14.05 BINDING EFFECT.
This Agreement, including the exhibits attached to this Agreement and
references contained in this Agreement, constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, proposals, offers, counteroffers,
agreements and understandings of the parties regarding said subject matter,
whether written or oral, all of which are hereby merged into and superseded by
this Agreement.
14.06 CONSTRUCTION.
This Agreement shall not be construed more strictly against one party than
against the other merely by virtue of the fact that it may have been prepared by
counsel for one of the parties, it being recognized that both Seller and
Purchaser have contributed with the advice of counsel to the preparation of this
Agreement.
14.07 WAIVER.
Except as expressly provided herein, no waiver by any party of any failure
or refusal of the other party to comply with its obligations under this
Agreement shall be deemed a waiver of any other subsequent failure or refusal to
so comply by such other party. No waiver shall be valid unless in writing signed
by the party to be charged and then only to the extent therein set forth.
14.08 PARTIES NOT PARTNERS.
Nothing contained in this Agreement or any of the documents or instruments
to be executed pursuant hereto shall constitute any one or more of Purchaser and
its officers, directors, successors or assigns, as partners with, agents for, or
principals of, any one or more of Seller and its officers, directors, successors
and assigns.
14.09 BUSINESS DAY.
If any payment to be made or obligation to be performed hereunder is to be
made or performed on a day other than a Business Day, it shall be deemed to be
made or performed in a timely manner if done on the next succeeding Business
Day.
14.10 NO THIRD PARTY BENEFICIARIES.
This Agreement and the representations, warranties, covenants and
agreements contained herein are made and entered into for the sole protection
and benefit of the parties hereto, their successors in interest and their
permitted assigns, if any, and no other person, persons, entity or entities
shall have any right of action hereon or right to claim any right or benefit
from the terms contained herein or be deemed a third party beneficiary
hereunder.
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14.11 ASSIGNMENT.
At Purchaser's option, Purchaser may assign this Agreement as of Closing to
an entity controlled by Purchaser. No such assignment shall relieve Purchaser of
its obligations hereunder.
14.12 TIME.
Time is of the essence in the performance of each of the parties'
respective obligations contained herein.
14.13 SURVIVAL.
All terms and provisions of this Agreement regarding the disposition of the
Deposit shall survive the termination hereof until such disposition has been
accomplished in accordance with this Agreement. The recording of the Deed by
Escrow Agent and payment of the Purchase Price shall be deemed to be a full
performance and discharge of every agreement, representation, warranty and
obligation of Seller and Purchaser, herein contained or expressed, except as
otherwise expressly provided in Sections 5.02, 6.01, 6.02, 8.08, 9.01, and 12.01
of this Agreement.
14.14 IRS REAL ESTATE SALES REPORTING.
Escrow Agent shall act as "the person responsible for closing" the
transaction which is the subject of this Agreement pursuant to Internal Revenue
Code of 1986 Section 6045(e) and shall prepare and file the informational return
(IRS Form 1099-B) required by IRS Section 6045(e).
14.15 PRESS RELEASES.
Except as hereafter provided, neither party shall issue any statement,
announcement or press release regarding this Agreement or the transaction
contemplated hereby, or otherwise disclose the existence or contents of this
Agreement, without the prior consent of the other party, which consent shall not
be unreasonably withheld or delayed. Notwithstanding the foregoing, Purchaser
shall be able to do all things necessary, in its sole and absolute judgment, to
disclose any information required to meet its disclosure obligations under the
Securities Exchange Act of 1934, as amended, or related securities laws and
regulations. Purchaser shall give Seller advance notice of public announcements
pursuant to the prior sentence if they mention Seller or its affiliates.
14.16 COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on their behalf as of the day and year first above written.
SELLER:
MATSUSHITA SEMICONDUCTOR CORPORATION OF
AMERICA, a Delaware corporation
By: /s/ S. Teramoto
---------------------------------------
Its: President
--------------------------------------
PURCHASER:
MICROCHIP TECHNOLOGY INCORPORATED,
a Delaware corporation
By: /s/ Steve Sanghi
---------------------------------------
Its: President & CEO
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