Exhibit 10-k-3
***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b) (4) AND 240.24b-2
[UMC LOGO]
AMENDMENT NO. 2 TO CAPACITY & RESERVATION DEPOSIT AGREEMENT
This Amendment to Capacity & Reservation Deposit Agreement ("Amendment") is
entered into as of August 1, 2000 by and between Conexant Systems, Inc., a
company incorporated in Delaware "Conexant") and UMC Group (USA), (collectively
the "Parties") and amends the Capacity & Reservation Deposit Agreement dated
March 20th 2000 ("the Agreement") previously entered between such Parties.
Background.
Pursuant to mutually agreed terms, sections 4.3 and 5.3 of the Agreement were
amended on March 24th 2000 ("Amendment No. 1"). The Parties now desire to enter
this Amendment No. 2 to specifically articulate wafer discount procedures
generally addressed under section 4.1.1 of the Agreement.
(1) Replace section 4.1.1 of the Agreement as follows:
4.1.1 For all Wafer outs at 0.25um in any given quarter in excess of the
Allocated Production Capacity for such feature size for such quarter as
a result of Conexant's ordering additional quantities pursuant to
Section 2.2 above, hereinafter referred to as "Excess Wafers," the
price shall be discounted by [***] per each such Excess Wafer. With
respect to orders for Excess Wafers placed prior to August 1, 2000, UMC
shall issue a credit memo promptly, but no later than thirty (30) days
following the end of the calendar quarter during which such orders were
placed, [***]. With respect to orders for Excess Wafers placed on or
after August 1, 2000, discounts earned shall be [***].
No other change to the Agreement or Amendment No. 1 is intended by this
Amendment No. 2. This Amendment No. 2 is not intended to have any effect on any
amounts paid or earned prior to the effective date of this Amendment No. 2.
ACCORDINGLY, each party represents and warrants that the representative signing
on their respective behalf is authorized to enter into this Amendment No. 2 and
to bind them to its terms.
-1/2-
UMC GROUP (USA) CONEXANT
By: /s/ Xxx Xxxxx By: /s/ Xxxxx Xxxxx
- --------------------- -------------------
Name: Xxx Xxxxx Name: Xxxxx Xxxxx
--------------------- -----------------
Title: President, UMC (USA) Title: SVP, Operations
-------------------- ----------------
Date: March 17, 2000 Date: 3/20/2000
--------------------- -----------------
-2/2-
