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FAIRCHILD SEMICONDUCTOR CORPORATION
EXCHANGE OFFER FOR ALL OUTSTANDING
10 1/2% SENIOR SUBORDINATED NOTES DUE FEBRUARY 1, 2009
IN EXCHANGE FOR NEW
10 1/2% SENIOR SUBORDINATED NOTES DUE FEBRUARY 1, 2009
To Our Clients:
Enclosed for your consideration is a prospectus dated April 30, 2001 ( the
"Prospectus"), and the related letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Fairchild
Semiconductor Corporation (the "Issuer") to exchange its 10 1/2% Senior
Subordinated Notes Due February 1, 2009, which have been registered under the
Securities Act of 1933, as amended, for its outstanding 10 1/2% Senior
Subordinated Notes Due February 1, 2009 (the "Old Notes"), upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal. The Exchange Offer is being made in order to satisfy certain
obligations of the Issuer contained in the registration rights agreement in
respect of the Old Notes, dated January 26, 2001, by and among the Issuer, the
guarantors and the initial purchasers referred to therein.
This material is being forwarded to you as the beneficial owner of the Old
Notes held by us for your account but not registered in your name. A tender of
such Old Notes may only be made by us as the holder of record and pursuant to
your instructions.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on May 30, 2001 (the "Expiration Date"), unless extended by
the Issuer. Any Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer -- Certain
Conditions to the Exchange Offer."
3. Subject to the terms and conditions in the Prospectus and the Letter of
Transmittal, any transfer taxes incident to the transfer of Old Notes
from the holder of Old Notes to the Issuer will be paid by the Issuer.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on May 30,
2001, unless extended by the Issuer.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. The Letter of Transmittal is furnished to you for information only
and may not be used directly by you to tender Old Notes.
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INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Fairchild
Semiconductor Corporation with respect to their Old Notes.
This will instruct you to tender the Old Notes held by you for the account
of the undersigned, upon and subject to the terms and conditions set forth in
the Prospectus and the related Letter of Transmittal.
The undersigned expressly agrees to be bound by the enclosed Letter of
Transmittal and that such Letter of Transmittal may be enforced against the
undersigned.
Please tender the Old Notes held by you for my account as indicated below:
AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES
10 1/2% Senior Subordinated Notes Due $
February 1, 2009 ------------------------------------------
[ ] Please do not tender any Old Notes
held by you for my account
Dated: __________, 2001 ------------------------------------------
Signature(s)
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Please print name(s) here
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Address(es)
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Area Code and Telephone Number
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Tax Identification or Social Security
No(s).
None of the Old Notes held by us for your account will be tendered unless
we receive written instructions from you to do so. Unless a specific contrary
instruction is given in the space provided, your signature(s) hereon shall
constitute an instruction to us to tender all the Old Notes held by us for your
account.
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