Lines of credit – The Company maintains credit facilities with several financial institutions through its entities in the U.S., Asia and Europe totaling $67 million. On November 25, 2009 the Company entered into a credit agreement with Bank of America, N.A. (“Bank of America”) as modified by a certain letter dated as of March 31, 2010, the First Amendment to Credit Agreement dated as of July 16, 2010, the Second Amendment to Credit Agreement dated as of November 24, 2010, the Third Amendment to Credit Agreement dated as of February 4, 2011 and the Fourth Amendment to Credit Agreement dated as of November 23, 2011 (collectively the “Credit Agreement”). The Credit Agreement provides for a $10 million revolving credit facility (the “Revolver”) and a $10 million uncommitted facility (the “Uncommitted Facility”). The Revolver includes a $2 million sublimit for letters of credit. Both the Revolver and the Uncommitted Facility mature on January 22, 2012 (the “Maturity Date”). Any borrowing and obligations under the Revolver or under the Uncommitted Facility is secured by accounts, chattel paper, deposit accounts and inventory, and all dividends, distributions, and income attributable to proceeds, products, additions to, substitutions, replacements and supporting obligations for, model conversions, and accessions of the foregoing, of the Company and of certain of its subsidiaries. Certain subsidiaries of the Company also guaranty any borrowing and obligations and pledge their interests to Bank of America in certain subsidiary stock owned by such subsidiary guarantors.

In addition, the Credit Agreement contains certain restrictive and financial covenants, including, but not limited to, the following: (a) the Company shall maintain on a consolidated basis a Fixed Charge Coverage Ratio of not less than 2.00 to 1.0 and a Quick Ratio of not less than 1.50 to 1.0 (excluding the Company's Notes for both ratios); (b) the Company and its subsidiaries shall not create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues except as specified in the Credit Agreement; (c) the Company and its subsidiaries shall not make any investments except as specified in the Credit Agreement; (d) the Company and its subsidiaries shall not create, incur, assume or suffer to exist any indebtedness except as specified in the Credit Agreement; (e) the Company and its subsidiaries shall not dissolve or merge or consolidate with or into another entity except as specified in the Credit Agreement; (f) the Company and its subsidiaries shall not make any disposition except as specified in the Credit Agreement; (g) the Company and its subsidiaries shall not make any restricted payment, or issue or sell any equity interests, except as specified in the Credit Agreement; (h) the Company and its subsidiaries shall not engage in any material line of business substantially different from those lines of business that are currently conducted by the Company and its subsidiaries; (i) the Company and its subsidiaries shall not enter into any transaction of any kind with any affiliate of the Company except as specified in the Credit Agreement; (j) the Company and its subsidiaries shall not enter into certain burdensome contractual obligations except as specified in the Credit Agreement; and (k) the Company and its subsidiaries shall not use the proceeds of any credit extension to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose. As of December 31, 2011, the Company was in compliance with these covenants.

The credit unused and available under the various facilities as of December 31, 2011, was $56 million (net of $3 million credit used for import and export guarantee), as follows:

	2011			Outstanding at December 31,
	Lines of Credit	Terms		2011		2010

$	47,173	Unsecured, interest at LIBOR plus margin, due quarterly	$	-	$	-

	10,000	Secured, interest at LIBOR plus margin, due monthly (Revolver)		8,000		-

	10,000	Secured, uncommitted, interest at LIBOR plus margin, due monthly (Uncommitted Facility)		-		-

$	67,173		$	8,000	$	-

		2011		2010
Convertible Senior Notes:

Convertible senior notes principal amount	$	-	$	134,293

Less: unamortized discount		-		(6,032)

Convertible senior notes net carrying amount	$	-	$	128,261

The weighted average interest rate on short-term borrowings outstanding as of December 31, 2010 was 2.25%.

		2011		2010
Notes payable to Taiwan bank, principal amount of TWD 158 million, variable interest (approximately 3.3% and 2.0% as of December 31, 2011 and 2010, respectively), of which TWD 132 million matures on July 6, 2021, and TWD 26 million matures July 6, 2013, secured by land and building.		3,265		3,811

Less: Current portion		(408)		(418)

Long-term debt, net of current portion	$	2,857	$	3,393

The annual contractual maturities of long-term debt at December 31, 2011 are as follows:

2012		408
2013		395
2014		292
2015		298
2016		298
Thereafter		1,574
Total long-term debt		$ 3,265

Convertible senior notes – In October 2006, the Company issued and sold Notes with an aggregate principal amount of $230 million due 2026, which pay 2.25% interest per annum on the principal amount of the Notes, payable semi-annually in arrears on April 1 and October 1 of each year.

On September 30, 2011, in accordance with the Indenture, dated as of October 12, 2006, between the Company, as issuer, and Union Bank, N.A. (formerly, Union Bank of California, N.A.), as trustee and paying agent (the “Paying Agent”), substantially all of the note holders surrendered their Notes for purchase (the “Put Option”). The Company was advised by the Paying Agent that Notes in an aggregate principal amount of approximately $134 million were validly surrendered. The Company has accepted for purchase all of these Notes for a purchase price of $1,000 in cash per $1,000 principal amount, plus accrued and unpaid interest to, but excluding, October 1, 2011, the purchase date for the Put Option. The Company has delivered the aggregate purchase price of approximately $136 million for the accepted Notes, which includes accrued and unpaid interest, to the Paying Agent for distribution to the note holders.

On December 1, 2011, in accordance with the Indenture, the Company elected to purchase the remaining outstanding principal amount plus accrued and unpaid interest to, but excluding, December 1, 2011, the redemption date. The Company has delivered the aggregate purchase price for the accepted Notes, which includes accrued and unpaid interest, to the Paying Agent for distribution to the note holders. As of December 31, 2010, all Notes have been redeemed.

In determining the original liability and equity components, the Company determined the expected life of the Notes to be five years as that was the earliest date in which the Notes could be put back to the Company at par value. As of December 31, 2011, the discount of the liability was fully amortized.

December 31, 2010

	Liability Component Principal Amount		Liability Component Net Carrying Amount		Liability Component Unamortized Discount		Equity Component Carrying Amount
$	134,293	$	128,261	$	6,032	$	35,515

The amount of interest expense, including amortization of debt discount for the liability component and debt issuance costs, for the years ended December 31, 2011, 2010 and 2009 is as follows:

		2011		2010		2009
Notes contractual interest expense	$	2,267	$	3,077	$	3,576
Amortization of debt discount		6,032		7,656		8,302
Amortization of debt issuance costs		412		549		648

Total	$	8,711	$	11,282	$	12,526