1
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.
2
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/ Xxxxxx Xxxxx
----------------------------
Xxxxxx Xxxxx
ANALOG DEVICES, INC.
By /s/ Xxxxxx X. XxXxxxxxx
----------------------------
Xxxxxx X. XxXxxxxxx, V.P. Finance & C.F.O.
ALTERA CORPORATION
By /s/ Xxxxxx Xxxxxxxxx
----------------------------
Xxxxxx Xxxxxxxxx
INTEGRATED SILICON
SOLUTIONS, INC.
By /s/ Xxxxx X.X. Xxx
----------------------------
Xxxxx X.X. Xxx
3
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
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Analog Devices, Inc. U.S.$ 140,400,000 (105,001,793) 35,398,207 4% 9,000,000
0 Xxxxxxxxxx Xxx
X.X. Xxx 0000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Altera Corporation U.S.$ 140,400,000 37,500,640 177,900,640 23% 51,750,000
000 Xxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Integrated Silicon U.S.$ 31,200,000 (10,000,000) 21,200,000 2.6667% 6,007,500
Solutions, Inc,
0000 Xxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
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
