Exhibit 4(h)
June 9, 2004
ASE, Inc.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attn: Attn: Xxx Xxxxx, VP Marketing & Sales
Re: Consent to Assignment of the Immunity Agreement (the "Agreement",
copy enclosed) between Motorola and ASE, Inc. dated 1/25/1994
Dear Attn: Xxx Xxxxx, VP Marketing & Sales:
Motorola, Inc. ("Motorola") has reorganized its Semiconductor Products
Sector ("SPS") into a subsidiary of Motorola under the name Freescale
Semiconductor, Inc. ("Freescale") as part of the process of effecting its
previously announced separation from Motorola (the "Separation"). The SPS
business is now being operated under Freescale and its affiliates. Motorola
intends to distribute its ownership interest in Freescale to shareholders of
Motorola in the form of a spin-off ("Spin-Off") by means of a special dividend.
Completion of the Spin-Off is contingent upon the satisfaction or waiver of a
variety of conditions. For more information on Freescale please visit:
xxxx://xxx.xxxxxxxxx.xxx.
Freescale would like to continue business relationship under the
Agreement. Accordingly, Motorola and Freescale respectfully request that you
countersign this letter below, indicating your company's consent to the
assignment of the Agreement from Motorola to Freescale, with Freescale assuming
all of Motorola's rights, duties and obligations under the Agreement. All terms
of the agreement currently in place remain the same, however, please note the
following administrative changes:
o Communications regarding the Agreement should now be addressed to:
Freescale Semoconductor
Xxx Xxxxxxxx, Business Law Director
0000 X. Xxxxxx Xxxx
Xxxx Xxxx XX00, XX00
Xxxxxx, Xxxxx 00000
o All other questions should be directed to Freescale General Counsel:
Xxx X. Xxxxxxxx
Business Law Director
Freescale Semiconductor, Inc.
0000 X. Xxxxxx Xxxx
Xxxx Xxxx XX00/PL02
Austin, Texas 78729
000-000-0000
000-000-0000 (facsimile)
xxx.xxxxxxxx@xxxxxxxxx.xxx
Please have an authorized representative sign this letter where indicated
below and return it via facsimile to the attention of Freescale Semiconductor
General Counsel at 000-000-0000 within the next ten (10) business days. Please
contact Freescale International General Counsel at 000-000-0000 with any
questions. All parties to this letter agree that a signed, facsimile copy is
equivalent to an original signed copy.
Sincerely,
MOTOROLA, INC. FREESCALE SEMICONDUCTOR, INC.
By: /s/ Xxxxxxxx X. Xxxxx By: /s/ Xxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name: Xxxxxxxx X. Xxxxx Name: Xxx X. Xxxxxxxx
Title: Assistant General Counsel Title: Business Law Director
2
I am an authorized representative of ASE, Inc. and acknowledge and agree
with the terms of this letter agreement and hereby consent as described above.
Acknowledged and agreed:
ASE, Inc,
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President of Sales
Date: 6/10/04
