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EXHIBIT 10.4
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
THIS SECOND AMENDMENT, dated as of January 21, 1999, modifies that certain
Second Amended and Restated Limited Liability Company Agreement of WaferTech,
LLC, dated as of October 28, 1997, by and among TSMC Development, Inc., a
Delaware corporation ("TSMC"), Analog Devices, Inc., a Massachusetts corporation
("ADI"), Altera Corporation, a Delaware corporation ("Altera"), and Integrated
Silicon Solutions, Inc., a Delaware corporation ("ISSI"), as previously amended
by an Amendment dated as of November 30, 1998 (collectively, the "LLC
Agreement").
WHEREAS, ADI proposes to transfer 9% and 5% interest in WaferTech, LLC (the
"Company") to TSMC and Altera, respectively;
WHEREAS, ISSI proposes to transfer approximately 1.33% interest in the
Company to TSMC; and
WHEREAS, the parties desire to attach a new Exhibit A1 to the LLC Agreement
in order to properly reflect each Member's interest in the Company as a result
of the proposed transfers;
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. The undersigned Members acknowledge and agree that consummation of the
proposed transfers as discussed above will result in new Percentage
Interests as set forth in the new Exhibit A1 to the LLC Agreement, a copy
of which is attached hereto. Pursuant to Section 16.1 of the LLC Agreement,
the undersigned Members, representing not less than 87% in Percentage
Interest, agree that the LLC Agreement shall be amended by appending this
new Exhibit A1.
2. In addition, the undersigned Members acknowledge and agree that their
respective rights and obligations under the Purchase Agreement and the LLC
Agreement, including under Section 19.2 of the latter with respect to
Future Purchase Agreements, shall automatically be revised to reflect the
new Percentage Interests set forth in this new Exhibit A1.
3. This Amendment shall become effective upon the consummation of the proposed
transfers.
4. All terms not otherwise defined herein shall have the meanings ascribed to
them in the LLC Agreement.
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5. This Amendment may be signed in one or more counterparts, each of which
shall be an original but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the date first above written.
TSMC DEVELOPMENT, INC.
By /s/ Morris Chang
----------------------------
Morris Chang
ANALOG DEVICES, INC.
By /s/ Joseph E. McDonough
----------------------------
Joseph E. McDonough, V.P. Finance & C.F.O.
ALTERA CORPORATION
By /s/ Nathan Sarkisian
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Nathan Sarkisian
INTEGRATED SILICON
SOLUTIONS, INC.
By /s/ Jimmy S.M. Lee
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Jimmy S.M. Lee
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REVISED WAFERTECH LLC EQUITY INTERESTS
PER JANUARY 29, 1999, PARTIAL TRANSFER OF
ADI AND ISSI EQUITY INTERESTS TO TSMC AND ALTERA
Percentage Interest
Agreed Total Value of Following Number of
Name/Address/Fax Number Capital Contribution Transfer Adjustment Adj. Capital Contr. Transfer Preferred Shares
- ----------------------- --------------------- ------------------- ------------------- ------------------- ----------------
TSMC Development, Inc. U.S.$ 446,403,200 77,501,153 523,904,353 67.5645% 152,012,653
1740 Technology Drive
Suite 660
San Jose, CA 95110
Phone: (408) 437-8762
Fax: (408) 441-7713
Analog Devices, Inc. U.S.$ 140,400,000 (105,001,793) 35,398,207 4% 9,000,000
1 Technology Way
P.O. Box 9106
Norwood, MA 02062
Phone: (781) 329-4700
Fax: (781) 461-2491
Altera Corporation U.S.$ 140,400,000 37,500,640 177,900,640 23% 51,750,000
101 Innovation Drive
San Jose, CA 95134
Phone: (408) 544-7000
Fax: (408) 544-8000
Integrated Silicon U.S.$ 31,200,000 (10,000,000) 21,200,000 2.6667% 6,007,500
Solutions, Inc,
2231 Lawson Lane
Santa Clara, CA 95054
Phone: (408) 588-0800
Fax: (408) 588-0805
THIRD PARTY U.S.$ 21,596,800 21,596,800 2.7688% 6,229,847
INVESTORS:
TOTAL CAPITAL U.S.$ 780,000,000 $780,000,000 100% 225,000,000
CONTRIBUTION