Confidential Treatment Requested
AMENDMENT TO FABCO FOUNDRY CAPACITY AGREEMENT
This Amendment to Foundry Capacity Agreement ("Amendment II") is entered
into as of July 3, 1996 (the "Effective Date") by and amongst United
Semiconductor Corporation, a Taiwan corporation having its principal place of
business at No. 3 Li-Hsin Road, Science-Based Industrial Park, Hsin Chu City,
Taiwan, R.O.C. ("USC"), United Microelectronics Corporation, a Taiwan
corporation having its principal place of business at No. 13, Innovation Road 1,
Science-Based Industrial Park, Hsin Chu City, Taiwan, R.O.C. ("UMC"), S3
Incorporated, a Delaware corporation having a place of business at 2770 San
Tomas Expressway, Santa Clara, California, 95052, U.S.A. ("S3") and Alliance
Semiconductor Corporation, a Delaware corporation having a place of business at
3099 North First Street, San Jose, California, 95134, U.S.A. ("Alliance").
By this Amendment II, S3, Alliance, UMC and USC agree to amend the
minimum investment percentages that S3 and/or Alliance must maintain to retain
its respective rights to first refusal for FabCo Production Capacity pursuant to
the Foundry Capacity Agreement. Except as expressly amended below, the terms of
the Foundry Capacity Agreement remain in full force and effect.
1. Definitions.
1.1 "Foundry Capacity Agreement" means the agreement having such title
as entered into by and between UMC, S3 and Alliance in connection with the
business of FabCo, dated July 8, 1995 as amended by the parties as of October
31, 1995.
1.2 "FabCo" is the name which was given to the entity now known as USC
under the Foundry Capacity Agreement.
1.3 All definitions of the Foundry Capacity Agreement are hereby
incorporated by reference.
2. Amendment.
2.1 Alliance, S3, UMC (the "Venturers") and USC agree to amend the
Foundry Capacity Agreement to modify the minimum investment percentages that S3
and/or Alliance must maintain to retain its respective rights to first refusal
for FabCo Production Capacity pursuant to the Foundry Capacity Agreement.
2.2 Accordingly, Paragraph 2.1 of the Foundry Capacity Agreement is
amended to state as follows:
"2.1 Subject to the terms of this Foundry Capacity Agreement, and upon payment
of the Second Installment under Paragraph 1.3 of the Stock Purchase Agreement,
and, in the case of S3, for so long as S3 holds a minimum [CONFIDENTIAL MATERIAL
DELETED*] ownership of FabCo, and in the case of Alliance, for so long as
Alliance holds a minimum of [CONFIDENTIAL MATERIAL DELETED*] ownership of FabCo,
such Venturer will have the right of first refusal for FabCo Production Capacity
in an amount up to the maximum respective percentages shown in the table below
(each a "Production Capacity Percentage"):
Venturer Production Capacity Percentage
-------- ------------------------------
Alliance 25%
S3 31.25%
- ------------------
*Confidential treatment requested for deleted material. All such deleted
material has been filed separately with the Commission pursuant to Rule 24b-2
promulgated under the Exchange Act.
24
Provided, however, that during any period when S3's total FabCo shareholding
falls below [CONFIDENTIAL MATERIAL DELETED*] of the total outstanding FabCo
Shares and/or Alliance's total FabCo shareholding falls below [CONFIDENTIAL
MATERIAL DELETED*] of the total outstanding FabCo Shares, such Venturer's
Production Capacity Percentage shall instead be equal to [CONFIDENTIAL MATERIAL
DELETED*] multiplied by the percentage of the then total outstanding shares of
FabCo then held by such Venturer."
ACCORDINGLY, each party to this Amendment II represents and warrants
that the representatives signing on their respective behalf is authorized to
enter into this Amendment II and to bind that party to its terms.
ALLIANCE SEMICONDUCTOR S3 INCORPORATED
CORPORATION
/s/ N. D. Reddy /s/ Terry Holdt
- --------------- ---------------
UNITED MICROELECTRONICS UNITED SEMICONDUCTOR
CORPORATION CORPORATION (formerly, "FabCo")
/s/ John Hsuan /s/ Ing Dar Liu
- -------------- ---------------
* Confidential treatment requested for deleted material. All such deleted
material has been filed separately with the Commission pursuant to Rule 24b-2
promulgated under the Exchange Act.
25