AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1999
REGISTRATION NO. 333-78557
AMENDMENT NO. 1
TO
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3674 04-3363001 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) |
DANIEL E. BOXER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
WITH COPIES TO:
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 |
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. [ ]
---------------.
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.
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.
UNDERWRITING PROCEEDS TO PRICE TO DISCOUNTS AND FAIRCHILD PUBLIC COMMISSIONS INTERNATIONAL ------------ ------------- ------------- Per Share..................................... $ $ $ Total......................................... $ $ $ |
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.
TABLE OF CONTENTS
PAGE ---- 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 |
PAGE ---- 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 |
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.
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.
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
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.
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.
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
(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."
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
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.
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
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) 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 |
AS OF FEBRUARY 28, 1999 ------------------------- PRO FORMA HISTORICAL AS ADJUSTED ---------- ----------- (DOLLARS IN MILLIONS) 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) |
POWER DEVICE BUSINESS
YEAR ENDED NINE MONTHS ENDED DECEMBER 31, DECEMBER 31, 1998 -------------------------- -------------------------- 1996 1997 1998 HISTORICAL PRO FORMA(10) ------ ------ ------ ---------- ------------- (DOLLARS IN MILLIONS) 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 |
(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.
(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.
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
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."
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
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.
- 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.
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
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;
- 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
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.
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.
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."
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:
AMOUNT ------------ (DOLLARS IN MILLIONS) Sources: Gross Offering Proceeds............. $350.0 ------------ Total Sources........................ $350.0 ============ |
AMOUNT ------------ (DOLLARS IN MILLIONS) 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 ============ |
(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."
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.
AS OF FEBRUARY 28, 1999 --------------------------------- PRO FORMA PRO AS ADJUSTED ACTUAL FORMA FOR OFFERING ------ --------- ------------ (DOLLARS IN MILLIONS) 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 ====== ======== ====== |
(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.
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:
PER SHARE ------ 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................................... $ ====== |
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.
TOTAL CASH CONSIDERATION AVERAGE SHARES OF COMMON STOCK ---------------------- PRICE PER PURCHASED OR CONVERTED SHARE OF ----------------------- (DOLLARS IN MILLIONS) COMMON NUMBER PERCENT AMOUNT PERCENT STOCK ----------- -------- --------- --------- --------- 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% $ ========== ===== ======= ===== ======= |
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
- 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.
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
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).
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
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) 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 ====== 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) 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 ======== ======== |
See accompanying notes to unaudited pro forma combined condensed statements of operations.
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
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) 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 ====== ====== ====== |
See accompanying notes to unaudited pro forma combined condensed statements of operations.
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:
FISCAL YEAR NINE MONTHS ENDED ENDED MAY 31, 1998 FEBRUARY 28, 1999 ------------ ----------------- (DOLLARS IN MILLIONS) Net sales -- trade................................... $ 7.5 $18.4 Cost of sales -- trade............................... (2.7) 6.9 SG&A................................................. 15.5 10.2 |
(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
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:
FISCAL YEAR NINE MONTHS ENDED ENDED MAY 31, 1998 FEBRUARY 28, 1999 ------------ ----------------- (DOLLARS IN MILLIONS) Cost of sales -- trade............................... $ 9.9 $ 5.1 SG&A................................................. (8.7) (2.7) |
(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:
FISCAL YEAR NINE MONTHS ENDED ENDED MAY 31, 1998 FEBRUARY 28, 1999 ------------ ----------------- (DOLLARS IN MILLIONS) Cost of sales -- trade............................... $1.4 $1.4 SG&A................................................. -- 0.4 |
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.
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):
PERIOD OF INTANGIBLE ASSETS AMOUNT AMORTIZATION ----------------- ------ ------------ 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 ====== |
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:
FISCAL YEAR NINE MONTHS ENDED ENDED MAY 31, 1998 FEBRUARY 28, 1999 ------------ ----------------- (DOLLARS IN MILLIONS) 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 |
(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
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:
FISCAL YEAR NINE MONTHS ENDED ENDED MAY 31, 1998 FEBRUARY 28, 1999 ------------ ----------------- (DOLLARS IN MILLIONS) 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 ====== ====== |
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:
FISCAL YEAR NINE MONTHS ENDED ENDED MAY 31, 1998 FEBRUARY 28, 1999 ------------ ----------------- (DOLLARS IN MILLIONS) Interest expense..................................... $ 0.4 $ 0.3 ===== ===== Net income........................................... $(0.3) $(0.2) ===== ===== |
(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
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.
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
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) 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 ====== ======= ====== ====== ====== ======== AT FEBRUARY 28, 1999 ------------------------- PRO FORMA OFFERING AS ADJUSTMENTS ADJUSTED ----------- ----------- (DOLLARS IN MILLIONS) 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 ====== ======== |
See accompanying notes to unaudited pro forma combined condensed balance sheet.
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
price allocation, including acquisition related expenses of $8.1 million, would have been as follows (in millions):
POWER DEVICE PURCHASE PURCHASE BUSINESS HISTORICAL PRICE PRICE AS ADJUSTED ADJUSTMENTS ALLOCATION ------------------- ----------- ---------- 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 ====== |
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.
(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):
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 ====== |
(e) Represents the conversion of the 12% Series A Cumulative Compounding Preferred Stock.
(f) Represents the estimated net proceeds of this offering.
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."
NINE MONTHS ENDED FISCAL YEAR ENDED MAY ------------------------ ---------------------------------------------- MARCH 1, FEBRUARY 28, 1994 1995 1996 1997 1998 1998 1999 ------ ------ ------ ------ ------ -------- ------------ (DOLLARS IN MILLIONS) 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 ====== ====== ====== |
NINE MONTHS ENDED FISCAL YEAR ENDED MAY ------------------------ ---------------------------------------------- MARCH 1, FEBRUARY 28, 1994 1995 1996 1997 1998 1998 1999 ------ ------ ------ ------ ------ -------- ------------ (DOLLARS IN MILLIONS) 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) |
(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.
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.
The following table sets forth the composition of revenue by product group and contract manufacturing services, as a percentage of total revenues:
FISCAL YEAR ENDED MAY ----------------------- 1996 1997 1998 ----- ----- ----- 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% ===== ===== ===== |
QUARTERLY RESULTS
The following table sets forth the unaudited historical quarterly trade sales and trade gross profits (losses) of Fairchild International's product groups:
FISCAL 1997 FISCAL 1998 FISCAL 1999 --------------------------------- --------------------------------- ------------------------ Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ (DOLLARS IN MILLIONS) 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 |
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.
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,
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.
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.
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,
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
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.
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.
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.
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
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
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
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.
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."
YEAR ENDED DECEMBER 31, -------------------------- 1996 1997 1998 ------ ------ ------ (DOLLARS IN MILLIONS) 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) |
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:
YEAR ENDED DECEMBER 31, ----------------------- 1996 1997 1998 ----- ----- ----- 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% ===== ===== ===== |
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
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
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.
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.
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
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.
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.
SEMICONDUCTOR CLASSIFICATIONS
The following table sets forth the worldwide semiconductor total available market in each of the three product functions of the semiconductor industry:
WORLDWIDE SEMICONDUCTOR TOTAL AVAILABLE MARKET(1) ------------------------------------------------------------------------------------ 1990 1991 1992 1993 1994 1995 1996 1997 1998 CAGR(2) ----- ----- ----- ----- ------ ------ ------ ------ ------ ------- (DOLLARS IN BILLIONS) 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 ===== ===== ===== ===== ====== ====== ====== ====== ====== |
(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.
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:
WORLDWIDE SEMICONDUCTOR SALES(1) ---------------------------------------------------------- 1990 1991 1992 1993 1994 1995 1996 1997 ---- ---- ---- ----- ----- ----- ----- ----- (DOLLARS IN BILLIONS) 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 ==== ==== ==== ===== ===== ===== ===== ===== |
(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
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.
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.
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
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.
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.
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.
CONSUMER PERSONAL COMPUTERS INDUSTRIAL AND OTHER TELECOMMUNICATIONS ELECTRONICS AUTOMOTIVE END MARKETS: -------------- ------------------ -------------------- ------------------ ----------------- ----------------- 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 ------------------------------------------------------------------------------------------------------------------------------- |
(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.
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.
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
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
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.
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.
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.
The table below sets forth certain information with respect to our manufacturing facilities, products and technologies.
MANUFACTURING FACILITIES
LOCATION PRODUCTS TECHNOLOGIES -------- -------- ------------ 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 |
(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
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
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
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
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.
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
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.
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
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.
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.
NAME AGE TITLE ---- --- ----- 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 |
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.
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.
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.
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
LONG TERM ANNUAL COMPENSATION COMPENSATION ---------------------------- -------------- NUMBER OF FISCAL STOCK OPTIONS ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (IN SHARES)(1) COMPENSATION(2) --------------------------- ------ -------- -------- -------------- --------------- 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 |
(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
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.
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 ---- ------------ ----------- ----------- ----------------- 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........................ -- -- -- -- |
(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
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
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
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
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
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
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,
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.
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.
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 ------------------------ ----------- -------- ---------- -------- ---------- ------- -------------- 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% % -- -- |
(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."
12% SERIES A SHARES OF CLASS A CUMULATIVE COMMON STOCK COMPOUNDING RECEIVED UPON PREFERRED STOCK CONVERSION ----------------- ----------------- NAME OF BENEFICIAL OWNER NUMBER PERCENT NUMBER ------------------------ ------ ------- ----------------- 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% |
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.
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
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.
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).
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
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:
YEAR PERCENTAGE 2002........................................................ 105.063% 2003........................................................ 103.375 2004........................................................ 101.688 2005 and thereafter......................................... 100.000 |
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
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:
YEAR PERCENTAGE ---- ---------- 2003........................................................ 105.188% 2004........................................................ 103.458 2005........................................................ 101.729 2006 and thereafter......................................... 100.000 |
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
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
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.
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."
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.
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.
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.
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:
NUMBER UNDERWRITER OF SHARES ----------- --------- Credit Suisse First Boston Corporation...................... -------- Total.................................................. ======== |
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.
PER SHARE TOTAL -------------------------------- -------------------------------- WITHOUT WITH WITHOUT WITH OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT -------------- -------------- -------------- -------------- Underwriting discounts and commissions payable by us......................... $ $ $ $ Expenses payable by us....... $ $ $ $ Underwriting discounts and commissions payable by National Semiconductor..... $ $ $ $ |
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
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.
- 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.
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.
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
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
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. 119 |
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. 120 |
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 121 |
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. |
INDEX TO FINANCIAL STATEMENTS
PAGE ---- 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 |
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
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS, EXCEPT SHARE DATA)
MAY 31, MAY 25, 1998 1997 ------- ------- 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 ======= ======= |
See accompanying notes to consolidated financial statements.
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED ----------------------------- MAY 31, MAY 25, MAY 26, 1998 1997 1996 ------- ------- ------- 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 ====== ====== ====== |
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 ====== |
See accompanying notes to consolidated financial statements.
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN MILLIONS)
YEAR ENDED MAY 31, 1998 ---------- 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 ======= |
See accompanying notes to consolidated financial statements.
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN MILLIONS)
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) ------- ------- ------- ------- ---------- ----------- -------- --------- 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) ==== ==== ==== ==== ===== ======= ======= ======= |
See accompanying notes to consolidated financial statements.
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.
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
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
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
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.
(IN MILLIONS) ------------- 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 ===== |
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.
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 3 -- FINANCIAL STATEMENT DETAILS
MAY 31, MAY 25, 1998 1997 ------- ------- (IN MILLIONS) 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 ====== ====== |
(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.
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4 -- LONG-TERM DEBT
Long-term debt consists of the following at:
MAY 31, MAY 25, 1998 1997 ------- ------- (IN MILLIONS) 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 ====== ====== |
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
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:
(IN MILLIONS) ------------- 1999........................................................ $ 13.2 2000........................................................ 16.2 2001........................................................ 20.9 2002........................................................ 41.2 2003........................................................ 59.8 Thereafter.................................................. 388.6 ------ $539.9 ====== |
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
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:
MARCH 11, YEAR ENDED 1997 TO MAY 31, MAY 25, 1998 1997 ---------- --------- (IN MILLIONS) 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 |
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 5 -- INCOME TAXES -- (CONTINUED)
MARCH 11, YEAR ENDED 1997 TO MAY 31, MAY 25, 1998 1997 ---------- --------- (IN MILLIONS) 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 ===== ==== |
The reconciliation between the income tax rate computed by applying the U.S. federal statutory rate and the reported worldwide tax rate follows:
MARCH 11, YEAR ENDED 1997 TO MAY 31, MAY 25, 1998 1997 ---------- --------- (IN MILLIONS) 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% ==== ==== |
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:
FSC SEMICONDUCTOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 5 -- INCOME TAXES -- (CONTINUED)
MAY 31, MAY 25, 1998 1997 ------- ------- 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 ====== ====== |
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.
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:
1998 1997 ---- ---- Expected volatility......................................... -- -- Dividend yield.............................................. -- -- Risk-free interest rate..................................... 5.88% 6.17% Expected life, in years..................................... 2.9 2.6 |
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:
1998 1997 ------------------- ------------------- WEIGHTED WEIGHTED AVERAGE AVERAGE SHARES EXERCISE SHARES EXERCISE (000'S) PRICE (000'S) PRICE ------- -------- ------- -------- 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 |
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:
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 --------------- ----------- ----------- --------- ----------- --------- $ .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 ===== === |
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.
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:
(IN MILLIONS) 1999........................................................ $10.7 2000........................................................ 8.8 2001........................................................ 4.8 2002........................................................ 2.0 2003........................................................ 1.4 Thereafter.................................................. 3.5 ----- $31.2 ===== |
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
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
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.
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:
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) 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 ===== ===== ===== ====== |
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
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.
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.
MAY 31, 1998 MAY 25, 1997 ----------------------- ----------------------- NOTIONAL ESTIMATED NOTIONAL ESTIMATED PRINCIPAL FAIR VALUE PRINCIPAL FAIR VALUE --------- ---------- --------- ---------- (IN MILLIONS) Interest Rate Instruments Swaps..................................... $151.3 $(0.5) $60.0 $(0.2) Foreign Exchange Instruments Purchased Options......................... $ 31.7 $ 0.6 $ -- $ -- |
FAIR VALUE OF FINANCIAL INSTRUMENTS
A summary table of estimated fair values of financial instruments at Fiscal Year end follows:
MAY 31, 1998 MAY 25, 1997 ---------------------- ---------------------- CARRYING ESTIMATED CARRYING ESTIMATED AMOUNT FAIR VALUE AMOUNT FAIR VALUE -------- ---------- -------- ---------- (IN MILLIONS) 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 -- -- |
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.
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.
AMERICAS EUROPE ASIA CONSOLIDATED -------- ------ ------ ------------ (IN MILLIONS) 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 ====== ====== ====== ====== |
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:
YEAR ENDED ------------------ MAY 25, MAY 26, 1997 1996 ------- ------- (IN MILLIONS) 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 $ -- ======= ======= |
* 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.
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:
1998 1997 ------ ------ (IN MILLIONS) Net sales................................................... $836.5 $762.6 Net income.................................................. $ 20.9 $ 11.4 |
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
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.
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED ------------------------ FEBRUARY 28, MARCH 1, 1999 1998 ------------ -------- (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 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 ====== ====== |
See accompanying notes to condensed consolidated financial statements.
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
FEBRUARY 28, 1999 ------------- (IN MILLIONS) 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 ======= |
See accompanying notes to condensed consolidated financial statements.
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED ------------------------ FEBRUARY 28, MARCH 1, 1999 1998 ------------ -------- (IN MILLIONS) 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 ====== ======= |
See accompanying notes to condensed consolidated financial statements.
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:
FEBRUARY 28, 1999 ------------- (IN MILLIONS) Raw materials............................................... $ 8.6 Work in process............................................. 75.3 Finished goods.............................................. 21.7 ------ Total inventories...................................... $105.6 ====== |
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
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.
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
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
STATEMENTS OF NET ASSETS (LIABILITIES)
AS OF DECEMBER 31, ---------------------------- 1997 1998 ---------- ---------- (IN THOUSANDS OF US DOLLARS) 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) ======== ======== |
The accompanying notes are an integral part of these consolidated financial statements.
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
YEAR ENDED DECEMBER 31, -------------------------------- 1996 1997 1998 -------- -------- -------- (IN THOUSANDS OF US DOLLARS) 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 ======== ======== ======== |
The accompanying notes are an integral part of these financial statements.
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, --------------------------------- 1996 1997 1998 --------- --------- --------- (IN THOUSANDS OF US DOLLARS) 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 ========= ========= ========= |
The accompanying notes are an integral part of these financial statements.
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.
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,
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:
ESTIMATED USEFUL LIVES ------------- 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 |
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.
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.
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.
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:
EXCHANGE RATES USED ------------------------------------- BALANCE SHEET REVENUE AND EXPENSE ACCOUNTS ACCOUNTS -------------- ------------------- 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 |
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.
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:
DECEMBER 31, ------------------ 1997 1998 ------- ------- 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 ======= ======= |
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.
POWER DEVICE BUSINESS OF SAMSUNG ELECTRONICS CO., LTD.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
4. INVENTORIES:
Inventories consist of the following:
DECEMBER 31, ------------------ 1997 1998 ------- ------- 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 ======= ======= |
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%.
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:
DECEMBER 31, ---------------------- 1997 1998 --------- --------- 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 ========= ========= |
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:
DECEMBER 31, -------------------- 1997 1998 -------- -------- Cost........................................................ $ 40,114 $ 40,325 Accumulated amortization.................................... (30,387) (33,658) -------- -------- $ 9,727 $ 6,667 ======== ======== |
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.
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:
DECEMBER 31, ------------------ 1997 1998 ------- ------- 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 ======= ======= |
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.
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:
YEAR ENDED DECEMBER 31, ------------------- 1997 1998 ------- -------- Beginning balance........................................... $27,926 $ 13,004 Provision................................................... (8,623) 3,745 Payments.................................................... (6,299) (10,278) ------- -------- Ending balance.............................................. $13,004 $ 6,471 ======= ======== |
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.
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:
YEAR PURCHASE COMMITMENT ---- ------------------- 1999.............................................. $ 8,323 2000.............................................. $ 8,323 2001.............................................. $ 6,017 2002.............................................. $ 2,789 2003.............................................. $ 2,789 2004 and thereafter............................... $ 4,416 ------- Total............................................. $32,657 ======= |
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.
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:
MINIMUM LEASE FOR THE YEAR ENDING DECEMBER 31, PAYMENTS -------------------------------- -------- 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 ======= |
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:
YEAR ENDED DECEMBER 31, -------------------------------- 1996 1997 1998 -------- -------- -------- 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 ======== ======== ======== |
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:
YEAR ENDED DECEMBER 31, ----------------------------- 1996 1997 1998 ------- ------- ------- Current................................................... -- $ 9,515 $11,178 Deferred.................................................. $(4,754) 9,034 (1,659) ------- ------- ------- Income tax provision (benefit)............................ $(4,754) $18,549 $ 9,519 ======= ======= ======= |
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:
DECEMBER 31, ------------------ 1997 1998 ------- ------- 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) ======= ======= |
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:
YEAR ENDED DECEMBER 31, ---------------------------- 1996 1997 1998 ------- ------- ------ 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 ======= ======= ====== |
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:
YEAR ENDED DECEMBER 31, ------------------------------- 1996 1997 1998 ------- -------- -------- 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) ======= ======== ======== |
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:
YEAR ENDED DECEMBER 31, -------------------------------- 1996 1997 1998 -------- -------- -------- 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 ======== ======== ======== |
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:
YEAR ENDED DECEMBER 31, -------------------------------- 1996 1997 1998 -------- -------- -------- 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 ======== ======== ======== |
Substantially all of the Business' assets are located in Korea.
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
RAYTHEON SEMICONDUCTOR, INC.
(A WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
BALANCE SHEET
DECEMBER 31, 1997 --------------------------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) 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 ======= |
See accompanying notes to financial statements.
RAYTHEON SEMICONDUCTOR, INC.
(A WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1997 -------------- (IN THOUSANDS) 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 ======= |
See accompanying notes to financial statements.
RAYTHEON SEMICONDUCTOR, INC.
(A WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
STATEMENT OF STOCKHOLDER'S EQUITY
YEAR ENDED DECEMBER 31, 1997 --------------------------------------------------------- PARENT COMMON STOCK ADDITIONAL TOTAL COMPANY --------------- PAID-IN- STOCKHOLDERS' INVESTMENT SHARES AMOUNT CAPITAL EQUITY ---------- ------ ------ ---------- ------------- (IN THOUSANDS, EXCEPT SHARE DATA) 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 ======== ===== == ======= ======== |
See accompanying notes to financial statements.
RAYTHEON SEMICONDUCTOR, INC.
(A WHOLLY OWNED SUBSIDIARY OF THORNWOOD TRUST)
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1997 -------------- (IN THOUSANDS) 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 ======== |
See accompanying notes to financial statements.
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.
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:
Buildings................................................... 20 to 45 years Machinery and equipment..................................... 3 to 10 years Computer software and other assets.......................... 7 years |
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
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):
Cost of sales............................................... $3,647 Research and development.................................... 1,059 Selling, general and administrative......................... 1,715 ------ $6,421 ====== |
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.
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):
Finished goods.............................................. $ 6,012 Work in process............................................. 10,419 Raw materials............................................... 1,694 ------- $18,125 ======= |
(5) PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment as of December 31, 1997, consisted of the following (in thousands):
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 ======= |
(6) FEDERAL INCOME TAXES
The provision for income taxes for the year ended December 31, 1997, was (in thousands):
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 ====== |
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):
Computed expected tax expense............................... $3,833 State income tax, net of federal tax benefit................ 562 ------ $4,395 ====== |
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):
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 ====== |
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.
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:
WEIGHTED- AVERAGE EXERCISE SHARES PRICE ------ --------- 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 |
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:
OUTSTANDING EXERCISABLE -------------------------------------- ----------- WEIGHTED- AVERAGE EXERCISE OPTIONS REMAINING OPTIONS PRICE OUTSTANDING LIFE IN YEARS EXERCISABLE -------- ----------- ------------- ----------- 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 ====== ====== ====== |
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):
1998........................................................ $ 812 1999........................................................ 844 2000........................................................ 439 2001........................................................ -- 2002........................................................ -- Thereafter.................................................. -- ------ $2,095 ====== |
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
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.
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.
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 =========== |
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
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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
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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
EXHIBIT NO. DESCRIPTION ------- ----------- 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)). |
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EXHIBIT NO. DESCRIPTION ------- ----------- 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)). |
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EXHIBIT NO. DESCRIPTION ------- ----------- 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)). |
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EXHIBIT NO. DESCRIPTION ------- ----------- 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). |
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EXHIBIT NO. DESCRIPTION ------- ----------- 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. |
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EXHIBIT NO. DESCRIPTION ------- ----------- 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. |
* 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.
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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.
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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.
SIGNATURE TITLE --------- ----- * 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 |
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE ------- ----------- ---- 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. |
EXHIBIT NO. DESCRIPTION PAGE ------- ----------- ---- 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)). |
EXHIBIT NO. DESCRIPTION PAGE ------- ----------- ---- 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)). |
EXHIBIT NO. DESCRIPTION PAGE ------- ----------- ---- 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)). |
EXHIBIT NO. DESCRIPTION PAGE ------- ----------- ---- 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. |
EXHIBIT NO. DESCRIPTION PAGE ------- ----------- ---- 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. |
* To be supplied by amendment.
+ Previously filed.
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 |
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
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.
Exhibit A - Form of Security
Rule 144A/Regulation S Appendix
Exhibit 1 to Rule 144A/Regulation S Appendix
TABLE OF CONTENTS
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 |
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 |
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 |
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 |
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 |
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
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
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
(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
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,
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
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.
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);
(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
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
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
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
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
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.
"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);
(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.
"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
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.
"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;
(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
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
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
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
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).
"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
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.
"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.
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
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).
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
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
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.
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,
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.
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.
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.
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.
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
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);
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
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
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
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
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;
(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
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
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;
(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
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
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
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
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;
(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;
(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
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
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;
(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
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
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;
(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;
(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
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
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.
' 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,
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.
(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.
(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.
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
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;
(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.
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
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.
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;
(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
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;
(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;
(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
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
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
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:
(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
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-
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.
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-
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
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-
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.
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
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-
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
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.
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.
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-
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
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.
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.
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.
IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.
FAIRCHILD SEMICONDUCTOR
CORPORATION,
FSC SEMICONDUCTOR CORPORATION,
as Guarantor,
FAIRCHILD SEMICONDUCTOR
CORPORATION OF CALIFORNIA, as
Guarantor
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee,
Title:
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.
"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.
1.2 OTHER DEFINITIONS
DEFINED IN TERM SECTION: ---- ------------ "Agent Members"............................................................2.1(b) "Global Security"..........................................................2.1(a) "Regulation S".............................................................2.1(a) "Rule 144A"................................................................2.1(a) |
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
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
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.
(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
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
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
(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.
(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
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.
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
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.
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,
Title:
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.
[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)
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,
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,
PERIOD PERCENTAGE ------ ---------- 2003.........................................................105.188% 2004.........................................................103.458 2005.........................................................101.729 2006 and thereafter..........................................100.000 |
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
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
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.
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
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.
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
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
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.
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 |
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 |
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 |
[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:
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 |
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.) |
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.
Additional provisions of this Security are set forth on the other side of this Security.
Dated: April 7, 1999
FAIRCHILD SEMICONDUCTOR
CORPORATION,
Title:
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.
[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
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
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,
PERIOD PERCENTAGE ------ ---------- 2003......................................................105.188% 2004......................................................103.458 2005......................................................101.729 2006 and thereafter.......................................100.000 |
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
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
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.
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
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.
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
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
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.
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: $
EXCHANGE OR A COMMERCIAL BANK OR TRUST
COMPANY)
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
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
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
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.
(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;
(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
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
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.
(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
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
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.
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.
(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
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.
(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.
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,
Title:
FSC SEMICONDUCTOR CORPORATION,
Title:
FAIRCHILD SEMICONDUCTOR CORPORATION OF
CALIFORNIA,
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
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."
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."
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.
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.
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.
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
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.
"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
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
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
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,
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
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
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
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
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
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
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
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
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
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.
(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,
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
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.
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
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.
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
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.
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:_______________________
ADDITIONAL INVESTORS:
SCHEDULE A
Name of Additional Investors Address
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
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
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
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.
(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
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.
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.
(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
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
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
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;
(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
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.
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.
(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
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
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,
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.
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,
Title:
FSC SEMICONDUCTOR CORPORATION,
as Guarantor,
Title:
FAIRCHILD SEMICONDUCTOR CORPORATION
OF CALIFORNIA ,
as Guarantor,
Title:
The foregoing Purchase 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.
Acting on behalf of themselves and as the Representatives of the several Initial Purchasers.
CREDIT SUISSE FIRST BOSTON CORPORATION
SCHEDULE A
PRINCIPAL AMOUNT OF INITIAL PURCHASER OFFERED SECURITIES ----------------- ------------------- 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 ============= |
SCHEDULE B
SUBSIDIARY PLACE OF INCORPORATION ----------- ------------------------ 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 |
EXHIBIT A
Form of Comfort Letter of KPMG Peat Marwick LLP, pursuant to Section 6(a).
EXHIBIT B
Form of Comfort Letter of Samil Accounting Corporation, pursuant to Section 6(b)
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.
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.
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);
(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)
(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
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.
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.
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.
(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
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
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.
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.
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.
(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
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.
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 --------------------------- |
Schedule 3.1 (i) Logistics Services and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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] ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(ii) Purchasing Services and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(iii) Sales Resources and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(iv) Personnel Administration Services and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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] ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(v) Financial Management Services and Treasury Services and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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) ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(vi) Employee Training Services and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
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).
Schedule 3.1(viii) Travel Services and related support
None available
Schedule 3.1(ix) Intellectual Property Maintenance Services and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(x) Export/Import Services and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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) ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(xi) Risk management services and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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] ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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] ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(xii) Insurance administration services and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(xiii) Immigration services and related support
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(xiv) Research and development, quality assurance and test services
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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. ------------------------------------------------------------------------------------------------------------------------------------ |
Schedule 3.1(xv) Information Technology Services
------------------------------------------------------------------------------------------------------------------------------------ Item # Transitional Services [KOREAN] ------------------------------------------------------------------------------------------------------------------------------------ 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] ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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] ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ 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] ------------------------------------------------------------------------------------------------------------------------------------ |
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.
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
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.
(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
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
(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
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 |
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
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:
(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.
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.
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
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
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
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.
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.
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
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
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
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
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. -------------------------- |
Schedule 1.1
Purchase Price
---------------------------------------------------------------------------------- Family Product Name Price -------------------------------- Domestic (Won) Local (US Cent) ---------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------- |
Schedule 6.1(a)
1. Sample: WSTS Publications
[To be discussed: Copyright warning from WSTS]
2. Product Category Classification
-------------------------------------------------------------------------------- WSTS SAMSUNG -------------------------------------------------------------------------------- Family Family Sub-family -------------------------------------------------------------------------------- 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. |
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
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.
2.2 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.
3.5 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
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
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
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
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
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.
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
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%.
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
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:
(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
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
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.
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:
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.
(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
Agreement remove or transfer the three A360 Testers that are located at the Bucheon Facility on the Closing Date.
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. |
Schedule 1.1 Acceptance Criteria
1) Processes
-------------------------------------------------------------------------------- Design Rule Name Line MASTER CODE LIST -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
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.
---------------------------------------------------------------------------------------------------------------- ELECTRICAL ELECTRICAL CHARACTERISTIC SORT PARAMETERS PROD. CODE LINE N.D PROCESS RULE SPECIFICATION(SORT) CHARACTERISTICS(MAP) ---------------------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------------------- ELECTRICAL ELECTRICAL CHARACTERISTIC SORT PARAMETERS PROD. CODE LINE N.D PROCESS RULE SPECIFICATION(SORT) CHARACTERISTICS(MAP) ---------------------------------------------------------------------------------------------------------------- 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 - - ---------------------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------------------- ELECTRICAL ELECTRICAL CHARACTERISTIC SORT PARAMETERS PROD. CODE LINE N.D PROCESS RULE SPECIFICATION(SORT) CHARACTERISTICS(MAP) ---------------------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------------------- |
Schedule 1.3
Multimedia Products
--------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ---------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ---------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ---------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ---------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ---------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description LINE -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line -------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------ Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------------ |
----------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------------- Production code M1S MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ------------------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ---------------------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ---------------------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ----------------------------------------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ---------------------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------------------- Production code MIS MMM Sales code Description Line ---------------------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------------------- |
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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- 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 |
--------------------------------------------------------------------------------------------------------------- MATERIAL PROD CODE MASKS ROCESS OPTION --------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------- MATERIAL PROD CODE MASKS ROCESS OPTION --------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------- MATERIAL PROD CODE MASKS ROCESS OPTION --------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------- MATERIAL PROD CODE MASKS ROCESS OPTION --------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------- MATERIAL PROD CODE MASKS ROCESS OPTION --------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------- MATERIAL PROD CODE MASKS ROCESS OPTION --------------------------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------------------------------- |
------------------------------------------------------------------------------------------------------------ MATERIAL PROD CODE MASKS ROCESS OPTION ------------------------------------------------------------------------------------------------------------ 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 |
------------------------------------------------------------------------------------------------------------ MATERIAL PROD CODE MASKS ROCESS OPTION ------------------------------------------------------------------------------------------------------------ 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 |
------------------------------------------------------------------------------------------------------------ MATERIAL PROD CODE MASKS ROCESS OPTION ------------------------------------------------------------------------------------------------------------ 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 |
------------------------------------------------------------------------------------------------------------ MATERIAL PROD CODE MASKS ROCESS OPTION ------------------------------------------------------------------------------------------------------------ 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 |
------------------------------------------------------------------------------------------------------------ MATERIAL PROD CODE MASKS ROCESS OPTION ------------------------------------------------------------------------------------------------------------ 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 |
------------------------------------------------------------------------------------------------------------ MATERIAL PROD CODE MASKS ROCESS OPTION ------------------------------------------------------------------------------------------------------------ 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 |
-------------------------------------------------------------------------------- MATERIAL PROD-CODE MASKS PROCESS OPTION -------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- MATERIAL PROD-CODE MASKS PROCESS OPTION -------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- MATERIAL PROD-CODE MASKS PROCESS OPTION -------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- MATERIAL PROD-CODE MASKS PROCESS OPTION -------------------------------------------------------------------------------- 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 |
-------------------------------------------------------------------------------- MATERIAL PROD-CODE MASKS PROCESS OPTION -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
Schedule 5.1
Fairchild's Assured Capacity
unit: Kwon/Kpcs -------------------------------------------------------------------------------- Year Guranteed profit ASP Variable costs Guranteed profit Required (material + labor) per wafer wafers -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
Note: Required wafers shall consist of 4" wafers and 5" wafers at the ratio of 3 to 7.
Schedule 6.1 (a) Price List (Sorted Process)
unit: Won -------------------------------------------------------------------------------- Device Type Total Price Variable costs Profit -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
Sorted Process
-------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
Sorted Process
-------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
Sorted Process
Schedule 6.1(b) Price List (Unsorted Process)
unit: Won -------------------------------------------------------------------------------- Device Type Total Price Variable costs Profit -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
Unsorted Process
-------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
Unsorted Process
-------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
Unsorted Process
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.
-------------------------------------------------------------------------------- EDS Yield --------------------- PRO-CODE Mean SD MYA(%) -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------- EDS Yield --------------------- PRO-CODE Mean SD MYA(%) -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
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.
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.
------------------------------------------------------------------------------------ PROD_CODE LINE N.D PROCESS DESIGN RULE ------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------ PROD_CODE LINE N.D PROCESS DESIGN RULE ------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------ PROD_CODE LINE N.D PROCESS DESIGN RULE ------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------ PROD_CODE LINE N.D PROCESS DESIGN RULE ------------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------------ |
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.
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
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. 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
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
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
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.
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
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
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.
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. ---------------------------- |
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. |
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.
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
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
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
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
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
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
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
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.
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.
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. -------------------------- |
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
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.
(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.
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.
Monthly Period in the Forecast Permitted Changes ----------------- ----------------- First No change permitted Second +/- 10% Third +/- 15% |
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.
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.
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
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
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
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.
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
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:
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.
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.
(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.
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.
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. ------------------------------- |
Schedule 5.4
Capacity assigned exclusively for the use of the Devices
unit: Kpcs/year --------------------------------------------------- Package Annual capacity --------------------------------------------------- TO-220 F/P (4) 60,000 --------------------------------------------------- TO-3P (5) 21,600 --------------------------------------------------- TO-3P F/P (5) 7,200 --------------------------------------------------- |
Schedule 6.1
Prices
unit: US Cen ---------------------------------------------------------------------------------------------------------------- General & Device Family Manufacturing cost Interest Administrative Total cost ---------------------------------------------------------------------------------------------------------------- Assembly Final test Sum ---------------------------------------------------------------------------------------------------------------- <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 ---------------------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------------------- 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 ---------------------------------------------------------------------------------------------------------------- |
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.
"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
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.
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.
Monthly Period in the Forecast Permitted Changes ----------------- ----------------- First No change permitted Second +/-10% Third +/-15% |
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
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.
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
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
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
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
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:
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:
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.
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.
(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
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.
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. ------------------------------------------- |
Schedule 5.4
Capacity assigned exclusively for the use of the Devices
unit: Kpcs/year ----------------------------------------------- Package Annual capacity ----------------------------------------------- TO-220 264,000 ----------------------------------------------- D-PAK 63,600 ----------------------------------------------- I-PAK 72,000 ----------------------------------------------- |
Schedule 6.1
Prices
unit: US cent -------------------------------------------------------------------------------- General & Package Manufacturing cost Interest Administrative Total cost -------------------------------------------------------------------------------- Assembly Final test Sum -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
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.
"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
(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:
(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
Parties.
Monthly Period in the Forecast Permitted Changes ------------ ----------------- First No change permitted Second +/- 10% Third +/- 15% |
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
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
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
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
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
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
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.
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
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
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
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.
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. --------------------------------- |
Schedule 5.4
EPI capacity
Annual capacity: 1,824,000 (4"/5")
Schedule 6.1
PRICING AND PAYMENT
unit: USD --------------------------------------------------------------------------------- Wafer for EPI Manufacturing General and Services Cost Interest Administrative Profit Sum --------------------------------------------------------------------------------- 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 |
Schedule 6.1
PRICING AND PAYMENT
unit: USD --------------------------------------------------------------------------------- Wafer for EPI Manufacturing General and Services Cost Interest Administrative Profit Sum --------------------------------------------------------------------------------- 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 |
Schedule 6.1
PRICING AND PAYMENT
unit: USD --------------------------------------------------------------------------------- Wafer for EPI Manufacturing General and Services Cost Interest Administrative Profit Sum --------------------------------------------------------------------------------- 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 |
Schedule 6.1
PRICING AND PAYMENT
unit: USD --------------------------------------------------------------------------------- Wafer for EPI Manufacturing General and Services Cost Interest Administrative Profit Sum --------------------------------------------------------------------------------- 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 |
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.
"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.
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
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
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.
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.)
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
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.
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:
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.
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.
(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
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.
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. --------------------------- |
Schedule 6.1
Pricing and payment
unit: USD -------------------------------------------------------------------------------- Overhead Manufacturing (interest +general Size CD Spot cost & administrative) Total cost -------------------------------------------------------------------------------- 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% -------------------------------------------------------------------------------- |
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
TABLE OF CONTENTS
Page 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 |
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 |
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 |
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 |
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:
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
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--
Tranche B Term Loans", as the case may be, based upon the Leverage Ratio as of the relevant date of determination:
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 -------- -------------- ------------- ---------- ----------- 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 |
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
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.
"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.
"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.
"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
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
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.
"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
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.
"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.
"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.
"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.
"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
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,
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
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
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
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.
"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.
"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.
"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.
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.
(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
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
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
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%.
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;
(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
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:
Date Amount 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 |
(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
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:
Date Amount 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 |
(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
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
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
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
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
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
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
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
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
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
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
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
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.
(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
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).
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
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.
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.
(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,
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).
(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
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.
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
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.
(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
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
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:
(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;
(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.
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
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.
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;
(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.
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
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
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;
(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
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);
(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;
(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.
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:
Fiscal Quarter Ended in, or Closest to Ratio 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 |
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:
Fiscal Quarter Ended in, or Closest to Ratio 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 |
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:
Fiscal Quarter Ended in, or Closest to Ratio 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 |
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
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
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.
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
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;
(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
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
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);
(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
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
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
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
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.
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
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
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.
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
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,
Title:
Title:
CREDIT SUISSE FIRST BOSTON,
individually, and as
Administrative Agent,
Collateral Agent, Swingline
Lender and an Issuing Bank,
Title:
Title:
SALOMON BROTHERS HOLDING
COMPANY INC, individually, and as
Syndication Agent,
Title:
ABN AMRO BANK NV, individually, and as a
Documentation Agent,
Title:
FLEET NATIONAL BANK, individually, as an
Issuing Bank and as a Documentation Agent,
Title:
(OTHER BANKS),
Title:
SCHEDULE 1.01(A)
MORTGAGED PROPERTIES
================================================================================ Owner Interest Held Property Address -------------------------------------------------------------------------------- 3333 West 9000 South Borrower Fee Simple West Jordan, Utah -------------------------------------------------------------------------------- 333 Western Ave. Borrower Fee Simple South Portland, Maine ================================================================================ |
SCHEDULE 1.01(B)
SUBSIDIARY GUARANTORS
Fairchild Semiconductor Corporation of California
Schedule 2.01
Commitments
----------------------------------------------------------------------------------------------- Contact Person, Telephone and Lender Telecopy Number Commitments ------ --------------- ----------- ----------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------- Contact Person, Telephone and Lender Telecopy Number Commitments ------ --------------- ----------- ----------------------------------------------------------------------------------------------- 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 --------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------- Contact Person, Telephone and Lender Telecopy Number Commitments ------ --------------- ----------- ----------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------- |
----------------------------------------------------------------------------------------------- Contact Person, Telephone and Lender Telecopy Number Commitments ------ --------------- ----------- ----------------------------------------------------------------------------------------------- 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 ----------------------------------------------------------------------------------------------- |
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.
SCHEDULE 3.07(C)
CONDEMNATION PROCEEDINGS
None.
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:
Name Jurisdiction of Organization ---- ---------------------------- 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 |
Fairchild Korea Semiconductor Ltd., a South Korean corporation, is a wholly owned subsidiary of Fairchild Semiconductor Corporation of California.
SCHEDULE 3.09
LITIGATION
None.
SCHEDULE 3.17
ENVIRONMENTAL MATTERS
None.
SCHEDULE 3.18
INSURANCE
BORROWER
-------------------------------------------------------------------------------- CORE COVERAGE'S MINIMUM AMOUNT REQUIRED DEDUCTIBLE TO BE MAINTAINED -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
BORROWER AND SUBSIDIARIES OF BORROWER
CORE COVERAGE'S MINIMUM AMOUNT DEDUCTIBLE REQUIRED TO BE MAINTAINED 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 |
CORE COVERAGE'S MINIMUM AMOUNT DEDUCTIBLE REQUIRED TO BE MAINTAINED 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 |
CORE COVERAGE'S MINIMUM AMOUNT DEDUCTIBLE REQUIRED TO BE MAINTAINED (unit: '000 Won) (unit: '000 Won) 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 |
CORE COVERAGE'S MINIMUM AMOUNT DEDUCTIBLE REQUIRED TO BE MAINTAINED (unit: '000 Won) (unit: '000 Won) WORKER'S COMPENSATION GAS LIABILITY - B.I. : 10,000 NILI - P.D. : 100,000 |
* There are no policies in existence for Holdings, except for the Executive
Risk.
SCHEDULE 3.19(D)
MORTGAGE FILING OFFICES
================================================================================ Property Address Filing Office -------------------------------------------------------------------------------- 3333 West 9000 South Salt Lake County Recorder West Jordan, Utah -------------------------------------------------------------------------------- 333 Western Ave. Cumberland County Registry of Deeds South Portland, Maine ================================================================================ |
SCHEDULE 3.20(A)
REAL PROPERTY OWNED IN FEE
================================================================================ Owner Property Address -------------------------------------------------------------------------------- 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 ================================================================================ |
SCHEDULE 3.20(B)
LEASED REAL PROPERTY
-------------------------------------------------------------------------------- Tenant Location Description of Lease -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
SCHEDULE 3.20(B) page 2
-------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- |
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
SCHEDULE 6.01
OUTSTANDING INDEBTEDNESS ON CLOSING DATE
Current Outstanding Indebtedness
Lender Purpose of Facility Amount Available USD Amount Avail ------ ------------------- ---------------- ---------------- 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 |
SCHEDULE 6.02
LIENS EXISTING ON CLOSING DATE
See attached Liens.
==================================================================================================================================== Location of Date of Recordation Debtor Secured Party Filing Filing Number Collateral or Clear ==================================================================================================================================== 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 |
==================================================================================================================================== Location of Date of Recordation Debtor Secured Party Filing Filing Number Collateral or Clear ==================================================================================================================================== 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 |
==================================================================================================================================== Location of Date of Recordation Debtor Secured Party Filing Filing Number Collateral or Clear ==================================================================================================================================== 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 |
==================================================================================================================================== Location of Date of Recordation Debtor Secured Party Filing Filing Number Collateral or Clear ==================================================================================================================================== 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 |
==================================================================================================================================== Location of Date of Recordation Debtor Secured Party Filing Filing Number Collateral or Clear ==================================================================================================================================== 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 |
==================================================================================================================================== Location of Date of Recordation Debtor Secured Party Filing Filing Number Collateral or Clear ==================================================================================================================================== 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 |
==================================================================================================================================== Location of Date of Recordation Debtor Secured Party Filing Filing Number Collateral or Clear ==================================================================================================================================== 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. |
==================================================================================================================================== Location of Date of Recordation Debtor Secured Party Filing Filing Number Collateral or Clear ==================================================================================================================================== 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 |
==================================================================================================================================== Location of Date of Recordation Debtor Secured Party Filing Filing Number Collateral or Clear ==================================================================================================================================== 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 |
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:
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:
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.
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.
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:
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) ------------------------- ------------------------------ Facility/Commitment Revolving Credit $ % Term Loans $ % |
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: |
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.
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.
(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]
(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).
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.
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.
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
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.
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,
Title:
EACH OF THE SUBSIDIARIES LISTED
ON SCHEDULE I HERETO, as a
Guarantor,
Title: Authorized Officer
CREDIT SUISSE FIRST BOSTON, as
Collateral Agent,
Title:
Title:
SCHEDULE I
to the Indemnity Subrogation
and Contribution Agreement
Guarantors
Name Address |
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.
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.
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],
Title:
Address:
CREDIT SUISSE FIRST BOSTON, as
Collateral Agent,
Title:
Title:
SCHEDULE I
to Supplement No.___ to the Indemnity
Subrogation and Contribution Agreement
Guarantors
Name Address - |
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
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.
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
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
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.
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.
(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.
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.
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.
(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
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;
(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;
(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.
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
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.
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
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
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,
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
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.
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
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
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.
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
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.
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.
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:
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,
commission expires:
Exhibit A to Mortgage
Legal Description
Schedule A to Mortgage
Leases of Mortgaged Property
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.
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
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
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.
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
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
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,
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
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.
(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.
(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
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
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.
(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
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;
(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.
(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
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
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.
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
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
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.
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
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.
(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.
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
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.
(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.
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:
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.
Residing at:___________________________
My Commission Expires:
Exhibit A to Deed of Trust
Legal Description
Schedule A to Deed of Trust
Leases of Trust Property
Appendix A to Deed of Trust
Local Law Provisions
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.
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
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
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.
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.
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,
Title:
CREDIT SUISSE FIRST BOSTON, as
Collateral Agent,
Title:
Title:
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
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.
(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
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
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
(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
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
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
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.
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.
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.
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.
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:
Schedule I to the Pledge Agreement
SUBSIDIARY PLEDGORS
Name [Address]
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
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
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
BEAR STEARNS INVESTMENT PRODUCTS, INC.
FREMONT INVESTMENT & LOAN
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:
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.
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],
Title:
Address:
CREDIT SUISSE FIRST BOSTON, as
Collateral Agent,
Title:
Title:
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
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").
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.
"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.
"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.
"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
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.
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
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
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.
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
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
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
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.
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.
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
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.
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.
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.
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
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.
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.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
FAIRCHILD SEMICONDUCTOR
CORPORATION,
Title:
EACH OF THE SUBSIDIARY
GUARANTORS LISTED ON
SCHEDULE I HERETO,
Title: Authorized Officer
CREDIT SUISSE FIRST BOSTON,
as Collateral Agent,
Title:
Title:
SCHEDULE I
SUBSIDIARY GUARANTORS
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 |
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.]
Licensee Name and Date of License/ Title of Class Reg.Date Reg. No. Address Sublicense U.S.Copyrights |
Licensee Name Date of License/ Title of Non-U.S. Country Class Reg.Date Reg. No. and Address Sublicense Copyrights |
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.]
Licensee Name and Date of License/ Title of U.S. Patent Class Application Date Application/ Address Sublicense Filed/Issue Date Patent No. |
Licensee Name and Date of License/ Title of Non- Country Class Application Application/ Address Sublicense U.S. Patent Date Field/Issue Patent No. Date |
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.]
Licensee Name Date of License/ U.S. Mark Class Application Date Application/ and Address Sublicense Filed/Reg.Date Reg. No. |
Licensee Name Date of License/ Title of Country Class Application Application/ and Address Sublicense Non-U.S.Mark Date Filed/ Reg. No. Reg. Date |
D. Others
Licensee Name and Address Date of License/ Subject Matter Sublicense |
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.]
Licensor Name Date of License/ Title of Class Reg. Date Reg. No. and Address Sublicense U.S. Copyright |
Licensor Name Date of License/ Title of Non-U.S. Country Class Reg. Date Reg. No. and Address Sublicense Copyrights |
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.]
Licensor Name Date of License/ Title of Class Application Application/ and Address Sublicense U.S. Patent Date/Filed/ Patent No. Issue Date |
Licensor Name Date of License/ Title of Non- Country Class Application Application/ and Address Sublicense U.S. Patent Date/Filed/ Patent No. Issue Date |
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.]
Licensor Name and Date of License/ U.S. Mark Class Application Date Application Address Sublicense Filed/Reg. Date Reg. No. |
Licensor Date of License/ Title of Country Class Application Date Application/ Name and Sublicense Non-U.S. Mark Filed/Reg. Date Reg. No. Address |
D. Others
Licensor Name and Address Date of License/ Subject Matter Sublicense |
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.
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 |
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
(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.
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]
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.
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.
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:
SCHEDULE I
to Supplement No.___ to the
Security Agreement
LOCATION OF COLLATERAL
Description Location
Country(s) Where Used Trade Names
SCHEDULE I
to Supplement No.___ to the
Security Agreement
LOCATION OF COLLATERAL
Description Location
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.
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
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
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
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,
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.
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:
Schedule I to the Guarantee Agreement
Guarantor [Address]
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.
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:
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.
-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:
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
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:
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
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.
(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
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
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.
(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
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,
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
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
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
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,
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
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.
(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.
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.
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
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
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
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;
(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;
(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
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
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.
(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.
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,
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.
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.
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
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
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
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.
(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
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
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
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.
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
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: --------------------------------------- |
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
EXHIBIT "A"
SITE PLAN ILLUSTRATING MAIN BUILDING, EQUIPMENT AREA
AND EXCLUDED AREA BOUNDED BY DOTTED LINES
[to be attached]
EXHIBIT "B"
SITE PLAN ILLUSTRATING SUBTENANT IMPROVEMENTS
DESIGNATED AS AREAS A THROUGH S
[to be attached]
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. ) |
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
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
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:
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: ------------------------ -------------------------- |
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]
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]
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
Exhibit 10.53
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. |
-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.
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 |
-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
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.
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
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.
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.
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.
ARTICLE 7
Deferral of Awards
A. Timing. Except to the extent prohibited by applicable law
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
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
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
(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.
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.
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
ADMINISTRATIVE COMMITTEE
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
Name of Participant Title Target Award Level* ------------------- ----- ------------------- 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 |
* As a percentage of Base Salary
FAIRCHILD EXECUTIVE INCENTIVE PLAN
Schedule B--As Effective June 1, 1998
Performance Goals
FAIRCHILD
EXECUTIVE INCENTIVE PLAN
Amended and Restated Effective June 1, 1998
TABLE OF CONTENTS
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 |
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
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
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 ---- 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 - |
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
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
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.
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.
(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.
(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.
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.
(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.
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
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,
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
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
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
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.
(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
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
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
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
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
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.
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,
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
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
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 |
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
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
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.
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).
(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 |
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
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
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
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
(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
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.
ARTICLE VIII
DEFINITIONS
As used in this Agreement, the following terms shall have
the following meanings:
Term As Defined in Section ---- --------------------- 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 |
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) |
"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
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):
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
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.
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.
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:
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 |
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 |
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
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.
SIGNATURE TITLE --------- ----- /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 |