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EXHIBIT 10.3
AMENDMENT TO
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
THIS AMENDMENT, dated as of November 30, 1998 modifies that certain Second
Amended and Restated Limited Liability Company Agreement of WaferTech, LLC (the
"LLC Agreement") 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").
WHEREAS, ADI proposes to transfer 9% and 5% interest in WaferTech, LLC (the
"Company") to TSMC and Altera respectively.
WHEREAS, ISSI proposes to transfer around 1.33% interest in the Company
(equivalent to US $10 million worth of ISSI's interest in the Company) to TSMC.
WHEREAS, the parties hereto recognize that, upon consummation of the
aforementioned transfers, resulting ownership in the Company may no longer
reflect the original intent of the supermajority voting provisions set forth in
Section 6.4.2 of the LLC Agreement.
WHEREAS, the parties desire to amend the LLC Agreement in order to properly
reflect each remaining Member's interest as originally intended.
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follow:
1. Pursuant to Section 16.1 of the LLC Agreement, the undersigned Members,
representing not less than 87% Percentage Interest, agree that the LLC
Agreement shall be amended as follows:
a. Section 6.4.2 of the LLC Agreement is amended by deleting subsections
6.4.2.1, 6.4.2.2, 6.4.2.5, 6.4.2.10 and 6.4.2.11 in their entirety.
b. Section 6.4.3 of the LLC Agreement is amended by adding the following
subsections.
6.4.3.6 borrow, guarantee or incur long term debt in any way
greater than the amount of US $100 million in the
aggregate;
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6.4.3.7 determine that a Member or an Affiliate of a Member is a
Prohibited Person;
6.4.3.8 authorize or call for any Additional Capital Contribution
in an amount exceeding US $200 million during any
12-month period and US $400 million during any 36-month
period;
6.4.3.9 make any material change or amendment to the most recent
capacity ramp up schedule incorporated in the Business
Plan, which change or amendment would result in the
Company not being profitable for the year 2000;
6.4.3.10 admit any new Member other than a participant in an
Incentive Plan.
2. This amendment shall become effective upon the consummation of the
aforementioned transfers.
3. All terms not otherwise defined herein shall have the meanings ascribed to
them in the LLC Agreement.
4. 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 Amendment as of the date
first above written.
TSMC DEVELOPMENT, INC.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
ANALOG DEVICES, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
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Xxxxxx X. XxXxxxxxx
ALTERA CORPORATION
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
INTEGRATED SILICON
SOLUTIONS, INC.
By: /s/ Xxxxx X.X. Xxx
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Xxxxx X.X. Xxx
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