-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DDAj3nG1dryAxRcCFaQTj+dybT1ickNCknlkOrvTGXPqqKuJNBHtDZ5iJ1wC/JfE DXvRfwPN3Ys7IfrSKD8/BQ== 0000913293-02-000012.txt : 20020414 0000913293-02-000012.hdr.sgml : 20020414 ACCESSION NUMBER: 0000913293-02-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20011229 FILED AS OF DATE: 20020212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE SEMICONDUCTOR CORP /DE/ CENTRAL INDEX KEY: 0000913293 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22594 FILM NUMBER: 02538755 BUSINESS ADDRESS: STREET 1: 3099 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134-2006 BUSINESS PHONE: 4083834900 MAIL ADDRESS: STREET 1: 3099 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 10-Q 1 s10qfy02q3.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 10-Q (Mark One) [ x ] Quarterly report pursuant to section 13 or 15(d) of the securities exchange act of 1934 For the quarterly period ended December 29, 2001, or [ ] Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934 For the transition period from __________ to __________. Commission file number: 0-22594 ALLIANCE SEMICONDUCTOR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 77-0057842 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 2575 Augustine Drive Santa Clara, California 95054-2914 (Address of principal executive offices) Registrant's telephone number, including area code is (408) 855-4900 Registrant's website address is http://www.alsc.com ------------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Stock, par value $0.01 NASDAQ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of February 8, 2002, there were 40,793,833 shares of Registrant's Common Stock outstanding. -1- ALLIANCE SEMICONDUCTOR CORPORATION Form 10-Q for the Quarter Ended December 31, 2001

-2- ================================================================================ Part I - Financial Information ITEM 1 CONSOLIDATED FINANCIAL STATEMENTS

The accompanying notes are an integral part of these consolidated financial statements. -3-

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The accompanying notes are an integral part of these condensed consolidated financial statements. -5- ALLIANCE SEMICONDUCTOR CORPORATION Notes to Condensed Consolidated Financial Statements (in thousands, except per share amounts) (unaudited) Note 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by Alliance Semiconductor Corporation (the "Company" or "Alliance") in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting only of normal, recurring adjustments, necessary to present fairly the consolidated financial position of the Company and its subsidiaries, and their consolidated results of operations and cash flows. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal years ended March 31, 2001 and 2000 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 29, 2001. For purposes of presentation, the Company has indicated the first nine months of fiscal 2002 and 2001 as ending on December 31; whereas, in fact, the Company's fiscal quarters ended on December 29, 2001 and December 30, 2000, respectively. The financial results for the third quarter of fiscal 2002 and 2001 were reported on a 13-week quarter. The results of operations for the nine months ended December 31, 2001 are not necessarily indicative of the results that may be expected for the year ending March 31, 2002, and the Company makes no representations related thereto. Note 2. Inventory

Note 3. Investment in Chartered Semiconductor Manufacturing Ltd. In February and April 1995, the Company purchased shares of Chartered Semiconductor Manufacturing Ltd. ("Chartered") for approximately $51.6 million and entered into a manufacturing agreement whereby Chartered agreed to provide a minimum number of wafers from its 8-inch wafer fabrication facility known as "Fab 2," if Alliance so chooses. In October 1999, Chartered successfully completed an initial public offering in Singapore and the United States. The Company accounts for its investment in Chartered as an available for sale marketable security in accordance with Statement of Financial Accounting Standards No. 115 ("SFAS 115"). At December 31, 2001, the Company owned approximately 1.6 million American Depository shares or "ADSs" of Chartered common stock and had recognized a gross unrealized gain of approximately $15.5 million, net of tax of approximately $5.6 million, as part of the accumulated other comprehensive income in the stockholders' equity section of the balance sheet. During the second quarter of fiscal 2002, the Company wrote down its investment in Chartered and recognized a pre-tax, non-operating loss of approximately of $11.2 million. Given the market risk for securities, when these shares are ultimately sold, it is possible that additional gain or loss will be reported. If the Company sells more than 50% of its original holdings of Chartered, the Company will -5- start to lose a proportionate share of its wafer production capacity rights, which could materially affect its ability to conduct its business. Note 4. Investment in United Microelectronics Corporation At December 31, 2001, the Company owned approximately 282.1 million shares of the common stock of United Microelectronics Corporation ("UMC"), representing approximately 2% ownership. The portion of the investment in UMC for which sale of shares is restricted beyond twelve months (approximately 40.2% of the Company's holdings at December 31, 2001) is accounted for as a cost method investment and is presented as a long-term investment. As this long-term portion becomes current over time, the investment will be transferred to short-term investments and will be accounted for as an available-for-sale marketable security in accordance with SFAS 115. The long-term portion of the investment becomes unrestricted between 2003 and 2004. In the quarters ended December 31, 2001 and September 30, 2001, the Company sold 15.8 million and 42.0 million shares of UMC stock and recorded a pre-tax non-operating loss of approximately $76,000 and $34.7 million, respectively. The Company sold the stock in order to comply with the restrictions on its loan agreement with Citibank, due to the decline in the stock price of UMC over the quarter. At the end of the fourth quarter of fiscal 2001, the Company wrote down its investment in UMC and recognized a pre-tax, non-operating loss of approximately $460.0 million. At September 30, 2001, the Company wrote down its investment in UMC and recognized a pre-tax, non-operating loss of approximately $250.9 million. At December 31, 2001, the Company owned 168.8 million shares of UMC that are available-for-sale and recorded a gross unrealized gain of approximately $99.4 million, net of taxes of approximately $40.1 million, as part of accumulated other comprehensive income in the stockholders' equity section of the balance sheet. Given the market risk for securities, when these shares are ultimately sold, it is possible that additional gain or loss will be reported. If the Company sells more that 50% of its original holdings of UMC, the Company will start to lose a proportionate share of its wafer production capacity rights, which could materially affect its ability to conduct its business. Note 5. Investment in Broadcom Corporation The Company accounts for its investment in Broadcom Corporation ("Broadcom") as an available-for-sale marketable security in accordance with SFAS 115. In July 2001, the Company sold 125,000 shares of Broadcom common stock, recognizing a pre-tax, non-operating gain of approximately $1.6 million. In August 2001, the Company entered into a "cashless collar" derivative contract with a brokerage firm relating to 75,000 shares of Broadcom. The Company accounts for its derivative contract as a derivative instrument in accordance with Statement of Financial Accounting Standards No. 133 ("SFAS 133") (see Note 13). At December 31, 2001, the Company owned 75,000 shares of Broadcom and recorded a gross unrealized gain of approximately $1.8 million, net of taxes of approximately $737,000, as part of accumulated other comprehensive income in the stockholders' equity section of the balance sheet. In the December 2000 quarter, the Company sold 100,000 shares of Broadcom recording a gain of approximately $5.3 million. For the first nine months of fiscal 2001, the Company has recorded approximately $21.9 million in realized gain on the sale of 250,891 shares of Broadcom stock. At the end of the fourth quarter fiscal 2001, the Company wrote down its investment in Broadcom and recognized a pre-tax, non-operating loss of approximately $3.8 million. Note 6. Investment in Vitesse Semiconductor Corporation The Company accounts for its investment in Vitesse Semiconductor Corporation ("Vitesse") as an available-for-sale marketable security in accordance with SFAS 115. In January 2001, the Company entered into two derivative contracts ("Agreements") with a brokerage firm and received aggregate cash proceeds of $31.5 million. The Agreements have repayment provisions that incorporate a collar arrangement with respect to 490,000 shares of Vitesse Semiconductor common stock. The Company accounts for its derivative contracts as a derivative instrument in accordance with SFAS 133 (see Note 13). At December 31, 2001, the Company owned in total 728,293 shares of Vitesse and recorded a gross unrealized gain of approximately $1.2 million, net of taxes -6- of approximately $481,000, as part of accumulated other comprehensive income in the stockholders' equity section of the balance sheet. Vitesse's stock, like many other high technology stocks, has historically experienced material and significant fluctuations in market value, and will probably continue to do so in the future. Additionally, because it is common that high technology stocks, like Vitesse's and the Company's, sometimes move as a group, it is likely that Vitesse's stock and the Company's stock can both suffer significant loss in value at the same time, as occurred in fiscal years 2002 and 2001. Thus, there can be no assurance that the Company's investment in Vitesse will increase in value or even maintain its value. Note 7. Investment in PMC-Sierra Corporation The Company records its investment in PMC-Sierra Corporation ("PMC") as an available for sale marketable security in accordance with SFAS 115. At the end of the fourth quarter fiscal 2001, the Company wrote down its investment in PMC and recognized a pre-tax, non-operating loss of approximately $10.8 million. In the second fiscal quarter of 2002, the Company wrote down its investment in PMC recognizing a non-operating pre-tax loss of approximately $1.0 million. At December 31, 2001, the Company owns 68,152 shares of PMC common stock and recorded a gross unrealized gain of approximately $845,000, net of taxes of approximately $288,000, as part of accumulated other comprehensive income in the stockholders' equity section of the balance sheet. PMC's stock, like many other high technology stocks, has historically experienced material and significant fluctuations in market value, and will probably continue to do so in the future. Additionally, because it is common that high technology stocks, like PMC's and the Company's, sometimes move as a group, it is likely that PMC's stock and the Company's stock can both suffer significant loss in value at the same time, as occurred in fiscal years 2002 and 2001. Thus, there can be no assurance that the Company's investment in PMC will increase in value or even maintain its value. Note 8. Investment in Adaptec Inc. In June 2000, the Company through its venture arm Alliance Venture Management, LLC, made an investment in Platys Communications, Inc. ("Platys"), a developer and marketer of advanced storage networking products. On August 25, 2001, Adaptec Inc. ("Adaptec") acquired Platys. In connection with the acquisition, the Company received 1,540,961 shares of Adaptec common stock and $15.9 million in cash, of which $4.5 million is held in an escrow account and is classified on the balance sheet as an other current asset, and recorded a pre-tax, non-operating gain of approximately $28.6 million. In the third fiscal quarter of fiscal 2002, the Company sold 100,000 shares of Adaptec recording a non-operating pre-tax gain of approximately $403,000. In December 2001, the Company entered into a derivative contract with a brokerage firm and received aggregate cash proceeds of approximately $5.0 million. The Contract has repayment provisions that incorporate a collar arrangement with respect to 362,173 shares of Adaptec common stock. The Company accounts for its derivative contract as a derivative instrument in accordance with SFAS 133 (see Note 13). At December 31, 2001, the Company owns 1,440,961 shares of Adaptec and recorded a gross unrealized gain of approximately $6.1 million, net of tax of approximately $2.5 million, as part of accumulated other comprehensive income in the stockholders' equity section of the balance sheet. Adaptec's stock, like many other high technology stocks, has historically experienced material and significant fluctuations in market value, and will probably continue to do so in the future. Additionally, because it is common that high technology stocks, like Adaptec's and the Company's, sometimes move as a group, it is likely that Adaptec's stock and the Company's stock can both suffer significant loss in value at the same time, as occurred in fiscal years 2002 and 2001. Thus, there can be no assurance that the Company's investment in Adaptec will increase in value or even maintain its value. -7- Note 9. Investment in Magma Design Automation In December 1999, the Company, through its venture arm Alliance Venture Management, LLC, made an investment in Magma Design Automation ("Magma"). On November 20, 2001, Magma successfully completed its initial public offering (Nasdaq: "LAVA"). In the third quarter of fiscal 2002, in connection with the offering, the Company recorded a gross unrealized gain of approximately $1.8 million, net of tax of approximately $733,000, after distribution of the management fee to Alliance Venture Management LLC, based on the IPO price of $18.36 per share. The Company accounts for its investment in Magma as an available-for-sale marketable security in accordance with SFAS 115. At December 31, 2001, the Company had recorded a gross unrealized gain of approximately $5.9 million, net of tax of approximately $2.4 million, as part of accumulated other comprehensive income in the stockholders' equity section of the balance sheet. Magma's stock, like many other high technology stocks, has historically experienced material and significant fluctuations in market value, and will probably continue to do so in the future. Additionally, because it is common that high technology stocks, like Magma's and the Company's, sometimes move as a group, it is likely that Magma's stock and the Company's stock can both suffer significant loss in value at the same time. Thus, there can be no assurance that the Company's investment in Magma will increase in value or even maintain its value. Note 10. Alliance Venture Management, LLC In October 1999, the Company formed Alliance Venture Management, LLC, ("Alliance Venture Management"), a California limited liability corporation, to manage and act as the general partner in the investment funds the Company intended to form. Alliance Venture Management does not directly invest in the investment funds with the Company, but is entitled to a management fee out of the net profits of the investment funds. This management company structure was created to provide incentives to the individuals who participate in the management of the investment funds, by allowing them limited participation in the profits of the various investment funds, through the management fees paid by the investment funds. In November 1999, the Company formed Alliance Ventures I, LP ("Alliance Ventures I") and Alliance Ventures II, LP ("Alliance Ventures II"), both California limited partnerships. The Company, as the sole limited partner, owns 100% of the shares of each partnership. Alliance Venture Management acts as the general partner of these partnerships and receives a management fee of 15% of the profits from these partnerships for its managerial efforts. At the inception of Alliance Venture Management in November 1999, series A member units and series B member units in Alliance Venture Management were created. The unit holders of series A units and series B units receive management fees of 15% of investment gains realized by Alliance Ventures I and Alliance Ventures II, respectively. In February 2000, upon the creation of Alliance Ventures III, LP ("Alliance Ventures III"), the management agreement for Alliance Venture Management was amended to create series C member units which are entitled to receive a management fee of 16% of investment gains realized by Alliance Ventures III. In January 2001, upon the creation of Alliance Ventures IV, LP ("Alliance Ventures IV") and Alliance Ventures V, LP ("Alliance Ventures V"), the management agreement for Alliance Venture Management was amended to create series D and E member units which are entitled to receive a management fee of 15% of investment gains realized by Alliance Ventures IV and Alliance Ventures V, respectively. Each of the owners of the series A, B, C, D and E member units paid the initial carrying value for their shares of the member units. While the Company owns 100% of the common units in Alliance Venture Management, it does not hold any series A, B, C, D or E member units and does not participate in the management fees generated by the management of the investment funds. Several of the Company's senior management hold the majority of the series A, B, C, D or E member units of Alliance Venture Management. As of December 31, 2001, Alliance Ventures I, whose focus is investing in networking and communication start-up companies, has invested approximately $23.1 million in nine companies, with a fund allocation of $20.0 million. Alliance Ventures II, whose focus is in investing in internet start-up ventures, has invested approximately $9.1 million in 10 companies, with a total fund allocation of $15.0 million. As of December 31, 2001, Alliance Ventures III, whose focus is investing in emerging companies in the networking and communication market areas, has invested $39.3 million in 14 companies, with a total fund allocation of $100.0 million. As of December 31, 2001, Alliance Ventures IV, whose focus is investing in emerging companies in the semiconductor market areas, has -8- invested $14.2 million in four companies, with a total fund allocation of $40.0 million. As of December 31, 2001, Alliance Ventures V, whose focus is investing in emerging companies in the networking and communication market areas, has invested $14.2 million in eight companies, with a total fund allocation of $60.0 million. The Company accounts for its investments in Alliance Ventures I, II, III, IV and V under the consolidation method. Several of the investments made by Alliance Venture Management through Alliance Ventures I, II, III, IV and V ("Alliance Ventures") are accounted for under the equity method due to the Company's ability to exercise significant influence on the operations of the investees resulting primarily from ownership interest and/or board representation. For the quarters ended December 31, 2000 and 2001, respectively, the total equity in the loss of equity investees was approximately $1.9 million and $1.6 million, net of tax. For the nine months ended December 31, 2000 and 2001, the total equity in the loss of investees was approximately $3.6 million and $6.3 million, net of tax, respectively. In the first, second and third quarters of fiscal 2002, the Company wrote down Alliance Ventures investments and recognized a pre-tax, non-operating loss of approximately $4.5 million, $2.0 million, and $1.0 million, respectively. Certain of the Company's officers have formed private venture funds, which invest in some of the same investments as the Company. Alliance Venture Management generally directs the individual funds to invest in startup, pre-IPO (initial public offering) companies. These types of investments are inherently risky and many venture funds have a large percentage of investments decrease in value or fail. Most of these startup companies fail, and the investors lose their entire investment. Successful investing relies on the skill of the investment managers, but also on market and other factors outside the control of the managers. While the Company has been successful in some of its recent investments, there can be no assurance as to any future or continued success. It is possible there will be a downturn in the success of these types of investments in the future and the Company will suffer significant diminished success in these investments. It is possible that many or most, and maybe all of the Company's venture type investments may fail, resulting in the complete loss of some or all the money the Company has invested in these types of investments. Note 11. Investment in Solar Venture Partners, LP Through December 31, 2001, the Company has invested $12.5 million in Solar Venture Partners, LP ("Solar"), a venture capital partnership whose focus is in investing in early stage companies in the areas of networking, telecommunications, wireless, software infrastructure enabling efficiencies of the Web and e-commerce, semiconductors for emerging markets and design automation. Due to the Company's majority interest in Solar, the Company accounts for Solar under the consolidation method. Some of the investments Solar has made are accounted for under the equity method due to the Company's ability to exercise significant influence on the operations of the investees resulting primarily from ownership interest and/or board representation. In the third quarter of fiscal 2002, the Company recorded an equity in the loss of investees of approximately $743,000 and wrote down certain Solar investments by $750,000. Certain of the Company's directors and officers are the general partners of Solar and run the day-to-day operations. Furthermore, certain of the Company's officers and employees have also invested in Solar. Solar has made investments in some of the same companies as Alliance Ventures I, II, III, IV, and V. Note 12. Investment in Tower Semiconductor Corporation In August 2000, the Company entered into a share purchase agreement with Tower Semiconductor ("Tower") under which Alliance committed to make a $75.0 million strategic investment in Tower as part of Tower's plan to build its new fabrication facility ("fab"). In return for its investment, Alliance will receive equity, corresponding representation on Tower's Board of Directors and committed production capacity in the advanced fab, which Tower intends to build. Pursuant to the agreement, the Company purchased 1,233,241 ordinary shares of Tower and future wafer purchase credits for an aggregate purchase price of $31.0 million in the fourth quarter of fiscal 2001. In the first quarter of fiscal 2002, the Company purchased an additional 366,690 ordinary shares of Tower and future wafer purchase credits for an aggregate purchase price of $11.0 million. The Company has an obligation to purchase an additional 1,100,070 ordinary shares in three equal increments upon occurrence of certain events relating to Tower's construction of FAB 2 as specified in the agreement between the Company and -9- Tower. These additional shares are expected to be purchased by the Company during fiscal 2002 and 2003. The Company accounts for its investment in Tower under the cost method. At September 30, 2001, due to an "other-than-temporary" decline in the value of the stock, the Company wrote down its investment in Tower, recording a pre-tax, non-operating loss of $20.6 million. In connection with the share purchase agreement, the Company entered into a foundry agreement under which the Company is entitled to a certain amount of credits towards future wafer purchases from Tower. The amount of credits is determined upon each share purchase transaction by Alliance and is calculated based on the difference between Tower's average stock price for 30 days preceding a purchase transaction and Alliance's share purchase exercise price. On August 11, 2001, approximately $16.0 million of the Company's wafers purchase credits were converted to approximately 1.3 million ordinary shares in Tower at a per share price of $12.75. The Company has purchased a total of 2.9 million ordinary shares of Tower and future wafer purchase credits for an aggregate purchase price of $42.0 million. At December 31, 2001, such wafer credits from Tower totaled $5.1 million and are included in other assets on the balance sheet. The wafer purchase credits will be utilized as the Company purchases wafers from Tower in the future where 15% of order value will be applied against the wafer purchase credits. Under the terms of the foundry agreement, the Company is guaranteed a capacity of up to 15% of available wafers but not to exceed 5,000 wafers starts per month. The guaranteed capacity may be reduced if the Company elects not to exercise its additional share purchase obligation. Note 13. Derivative Instruments and Hedging Activities The Company has investments in the common stock of Vitesse, Broadcom and Adaptec (see Notes 5, 6 and 8 above). The Company's investments expose it to a risk related to the effects of changes in the price of Vitesse, Broadcom and Adaptec common stock. The financial exposure is monitored and managed by the Company. The Company's risk management focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results. The Company uses cashless collars, which are combinations of option contracts, and forward sales to hedge this risk. By using derivative financial instruments to hedge exposures to changes in share prices, the Company exposes itself to credit risk and market risk. Credit risk is a risk that the counterparty might fail to fulfill its performance obligations under the terms of the derivative contract. When the fair value of a derivative contract is an asset, the counterparty owes the Company, which creates repayment risk for the Company. When the fair value of a derivative contract is a liability, the Company owes the counterparty and, therefore, does not assume any repayment risk. The Company minimizes its credit (or repayment) risk in derivative instruments by (1) entering into transactions with high-quality counterparties, (2) limiting the amount of its exposure to each counterparty, and (3) monitoring the financial condition of its counterparties. All derivatives are recognized on the balance sheet at their fair market value. On the date that the Company enters into a derivative contract, it designates the derivative as (1) a hedge of the fair value of a recognized asset or liability, or (2) an instrument that is held for trading or non-hedging purposes (a "trading" or "non-hedging" instrument). Since April 1, 2001, the Company has designated all derivative contracts as a fair value hedge and has not entered into derivatives for purposes of trading. Changes in the fair value of a derivative that is highly effective and is designated and qualifies as a fair value hedge, along with changes in the fair value of the hedged asset or liability that are attributable to the hedged risk, are recorded in the current period earnings. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair-value hedges to specific assets on the balance sheet. The Company also formally assesses (both at the hedge's inception and on an ongoing basis) whether the derivatives that are used in the hedging transactions have been highly effective in offsetting changes in fair value of the hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that a derivative is not (or has ceased to be) highly effective as a hedge, the Company discontinues hedge accounting prospectively. The Company discontinues hedge accounting prospectively when (1) it determines that the derivative is no longer effective in offsetting changes in the fair value of a hedged item, (2) that the derivative expires or is sold, terminated or exercised, or (3) management determines that designating the derivative as a hedging instrument is no longer appropriate. -10- In January 2001, the Company entered into two derivative contracts ("Derivative Agreements") with a brokerage firm and received aggregate cash proceeds of approximately $31.0 million. The Derivative Agreements have repayment provisions that incorporate a collar arrangement with respect to 490,000 shares of Vitesse Semiconductor common stock. The Company, at its option, may settle the contracts by either delivering Vitesse shares or making a cash payment to the brokerage firm in January 2003, the maturity date of the Derivative Agreements. The number of Vitesse shares to be delivered or the amount of cash to be paid is determined by a formula in the Derivative Agreements based upon the market price of the Vitesse shares on the settlement date. Under the Derivative Agreements, if the stock price of Vitesse exceeds the ceiling of the collar, then the settlement amount also increases by an amount determined by a formula included in the Derivative Agreements (generally equal to the excess of the value of the stock over the ceiling of the collar.) If the stock price of Vitesse declines below the floor of the collar, then the settlement amount also decreases by an amount determined by a formula included in the Derivative Agreements (generally equal to the excess of the floor of the collar over the value of the stock.) In August 2001, the Company entered into a cashless collar arrangement with a brokerage firm with respect to 75,000 shares of Broadcom common stock. The collar arrangement consists of written call option to buy 75,000 shares of Broadcom common stock at a price of $64.72 and a purchase put option to sell 75,000 shares at a price of $36.72 through August 2002. In December 2001, the Company entered into a derivative contract with a brokerage firm and received aggregate cash proceeds of $5.0 million. The contract has repayment provisions that incorporate a collar arrangement with respect to 362,173 shares of Adaptec common stock. The Company has to deliver a certain number of Adaptec shares in June 2003, the maturity date of the contract. The number of Adaptec shares to be delivered is determined by a formula in the contract based upon the market price of the Adaptec shares on the settlement date. Under the contract, if the stock price of Adaptec is outside of the collar (the floor of which is $16.26 and the ceiling of which is $21.99), the number of Adaptec shares to be delivered equals 362,173. If the stock price of Adaptec is within the collar, the Company will have to deliver that number of Adaptec shares having total value equal to $5.9 million. The Company adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by the Statement of Financial Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133, an amendment of FASB Statement No. 133 and Statement of Financial Accounting Standards No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133 (herein referred to as "SFAS 133"), on April 1, 2001. In accordance with transition provisions of SFAS 133, the Company recorded an approximate $2.1 million cumulative effect adjustment in earnings during the quarter ended June 30, 2001. At the end of the December 2001 quarter, the Company recorded a loss of $5.5 million relating to the Vitesse hedged instrument, offset by a gain of $2.5 million on the Vitesse investments. The Company recognized a loss of $1.2 million for the Broadcom hedged instrument offset by a gain of $1.2 million, on the Broadcom investment. The Company also recorded a gain of $162,000 relating to the Adaptec derivative contract and a loss of $405,000 on the Adaptec investments. Note 14. Short-term borrowings During fiscal 2001, the Company borrowed approximately $22.2 million from a brokerage firm, secured by a portion of its holdings in Chartered, bearing interest at a rate of 5.0% per annum. The outstanding balance on the loan at December 31, 2001, was approximately $16.1 million. During the first quarter of fiscal 2002, the Company entered into a secured loan agreement with Citibank, N.A. to borrow up to $60.0 million. The loan matured on November 19, 2001 and incurred interest at LIBO Rate plus 1%. The borrowings under the loan were secured by approximately 181.7 million shares of UMC common stock held by the Company. On November 16, 2001, the Company paid off its loan in full with Citibank for an aggregate sum of $17.3 million. During the second quarter of fiscal 2002, the Company converted an account payable of $14.4 million, to UMC and a subsidiary of UMC, to a secured loan that matures in August 2002. The loan bears an interest rate of 7.5%, and is collateralized by 16.7 million shares of UMC. The outstanding balance on the loan approximated $14.4 million at December 31, 2001. -11- In the third quarter of fiscal 2002, the Company entered into a secured loan agreement with Chinatrust Commercial Bank, Ltd, to borrow up to $46.0 million. The loan is secured by UMC stock with the aggregate value at least 250% of the outstanding loan balance. The loan bears interest at LIBOR plus 2.5% and matures on December 7, 2002. The loan requires compliance with certain restrictive covenants with which the Company was in compliance at December 31, 2001. The outstanding balance on the Chinatrust loan approximated $30.2 million at December 31, 2001. Note 15. Comprehensive Income The following are the components of comprehensive income:

Note 16. Net Income (Loss) Per Share Basic earnings per share ("EPS") is computed by dividing net income available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the proceeds obtained upon exercise of stock options. The computations for basic and diluted EPS are presented below:

The following are not included in the above calculation, as they were considered anti-dilutive:

-12- Note 17. Recently Issued Accounting Standards In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations." SFAS 141 requires the purchase method accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. The Company believes that the adoption of SFAS 141 will not have a significant impact on its financial statements. In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is effective for fiscal years beginning after March 15, 2001. SFAS 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions upon adoption for the reclassification of certain existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the testing for impairment of existing goodwill and other intangibles. The Company believes that the adoption of SFAS 142 will not have a significant impact on its financial statements. In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144 ("SFAS 144"), "Accounting for Impairment or Disposal of Long-Lived Assets," which supercedes Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" and the accounting and reporting provision of Accounting Principles Board ("APB") No. 30, "Reporting the Results of Operations, Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS No. 144 addresses financial accounting and reporting for impairment or disposal of long-lived assets, including amortizable intangibles, and is effective for the fiscal years beginning December 15, 2001 as well as interim periods within those fiscal years. SFAS 144 will address the impairment of goodwill and non-amortizable intangibles. The Company is currently reviewing these statements to determine its effect on the Company's financial position and results of operations. Note 18. Legal Matters In July 1998, the Company learned that a default judgment was entered against the Company in Canada, in the amount of approximately $170.0 million, in a case filed in 1985 captioned Prabhakara Chowdary Balla and TritTek Research Ltd. v. Fitch Research Corporation, et al., British Columbia Supreme Court No. 85-2805 (Victoria Registry). The Company, which had previously not participated in the case, believes that it never was properly served with process in this action, and that the Canadian court lacks jurisdiction over the Company in this matter. In addition to jurisdictional and procedural arguments, the Company also believes it may have grounds to argue that the claims against the Company should be deemed discharged by the Company's bankruptcy in 1991. In February 1999, the court set aside the default judgment against the Company. In April 1999, the plaintiffs were granted leave by the Court to appeal this judgment. Oral arguments were made before the Court of Appeals in June 2000. In July 2000, the Court of Appeals instructed the lower Court to allow the parties to take depositions regarding the issue of service of process, while also setting aside the default judgment against the Company. The plaintiffs appealed the setting aside of the default judgment against the Company to the Canadian Supreme Court. In June 2001, the Canadian Supreme Court refused to hear the appeal of the setting aside of the default judgment against the Company. The Company believes the resolution of this matter will not have a material adverse effect on its financial conditions and its results of operations. In November 2001 Amstrad plc ("Amstrad") filed suit against the Company in England in the amount of approximately $1.5 million. This claim is based on allegations that a batch of 15,000 parts supplied by the Company, and which were incorporated into Amstrad products, were defective. The Company has investigated whether there are sufficient grounds to dispute the jurisdiction of the English Court to hear this case. In November 2001, the Company had filed suit in the California Superior Court for $45,000 owed for the parts sold to Amstrad that were not paid for. In January 2002, the California Superior Court granted Amstrad's motion to quash the Company's California action for lack of jurisdiction. As a consequence, there are no grounds to dispute the jurisdiction of the English Court to hear Amstrad's suit. The Company has prepared a detailed defense to Amstrad's suit, which will be filed in February 2002. The Company believes the resolution of this matter will not have a material adverse effect on its financial conditions and its results of operations. In February 1997, Micron Technology, Inc. filed an antidumping petition with the United States International Trade Commission ("ITC") and United States Department of Commerce ("DOC"), alleging that SRAMs fabricated in -13- Taiwan were being sold in the United States at less than fair value, and that the United States industry producing SRAMs was materially injured or threatened with material injury by reason of imports of SRAMs fabricated in Taiwan. After a final affirmative DOC determination of dumping and a final affirmative ITC determination of injury, DOC issued an antidumping duty order in April 1998. Under that order, the Company's imports into the United States on or after approximately April 16, 1998 of SRAMs fabricated in Taiwan are subject to a cash deposit in the amount of 50.15% (the "Antidumping Margin") of the entered value of such SRAMs. (The Company posted a bond in the amount of 59.06% (the preliminary margin) with respect to its importation, between approximately October 1997 and April 1998, of SRAMs fabricated in Taiwan.) In May 1998, the Company and others filed an appeal in the United States Court of International Trade (the "CIT"), challenging the determination by the ITC that imports of Taiwan-fabricated SRAMs were causing material injury to the U.S. industry. Following two remands from the CIT, the ITC, on June 12, 2000, reversed its original determination that Taiwan-fabricated SRAMs were causing material injury to the U.S. industry. The CIT affirmed the ITC's negative determination on August 29, 2000, and Micron appealed to the U.S. Court of Appeals for the Federal Circuit ("CAFC"). On September 21, 2001, the CAFC affirmed the ITC's negative injury determination. The Company had made cash deposits in the amount of $1.7 million and had posted a bond secured by a letter of credit in the amount of approximately $1.7 million relating to the Company's importation of Taiwan-manufactured SRAMs. The balances remained unchanged at December 31, 2001. In January 2002, the decision of the CIT was made final and the DOC revoked the order and instructed the U.S. Customs Service to refund the Company's cash deposits with interest. Note 19. Subsequent Event On January 17, 2002, the Company completed the acquisition of the assets of PulseCore, Inc. ("PulseCore"), as previously announced in October 2001. The acquisition cost was approximately $5 million payable in cash, with $115,000 paid at closing, and the remainder payable in March 2003. All of the employees of PulseCore have accepted positions with the Company. PulseCore will operate as the core of Alliance's new mixed signal division, specializing in high speed and low power mixed signal design, and provide electromagnetic interference (EMI) suppression integrated circuits to manufacturers of computer peripherals, communication and digital consumer products. -14- ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS When used in this report, the words "expects," anticipates," "believes," "estimates" and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to risks and uncertainties and include the following statements: the potential for further price erosion of the Company's products; additional cancellation of orders in the Company's backlog; continuing slowdown in the electronics industry; further decreased demand and increased competitive environment for the Company's products, including, without limitation, obsolescence of the Company's products; continued accumulation of excess inventory and price erosion or obsolescence of existing inventory, any of which may result in additional charges against the Company's earnings; inability to timely ramp up production of and deliver new or enhanced SRAM, DRAM or flash products; inability to successfully develop and introduce new products; inability to successfully recruit and retain qualified technical and other personnel; further adverse changes in the value of securities held by the Company, including those of Magma Design Automation, Adaptec, Inc., Vitesse Semiconductor Corporation, PMC-Sierra, Inc., Broadcom Corporation, Chartered Semiconductor, United Microelectronics Corporation and Tower Semiconductor; further adverse changes in value of investments made by Alliance's venture funds managed by Alliance Venture Management, LLC; the Company's potential status as an Investment Act of 1940 reporting company. These risks and uncertainties include those set forth in Item 2 (entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations") of this Report, and in Item 1 (entitled "Business") of Part I and in Item 7 (entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations") of Part II of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2001 filed with the Securities and Exchange Commission on June 29, 2001, and the subsequent Quarterly Report on Form 10-Q for the quarters ending June 30, 2001 and September 29, 2001. These risks and uncertainties, or the occurrence of other events, could cause actual results to differ materially from those projected in forward-looking statements. These forward-looking statements speak only as of the date of this Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or to reflect any change in events, conditions or circumstances on which any such forward-looking statement is based, in whole or in part. -15- Results of Operations The percentage of net revenues represented by certain line items in the Company's consolidated statements of operations for the periods indicated, are set forth in the table below.

Net revenues decreased by 90% to $6.3 million for the three months ended December 31, 2001 from $63.8 million for the similar period in 2000 but increased $1.2 million or approximately 24% over the September 2001 quarter. The decrease in revenue from the December 2000 quarter was the result of inventory reduction efforts by our customers and a slowdown in demand that started in the September 30, 2000 quarter. The increase in net revenue over the September 2001 quarter was the result of a 63% increase in unit shipments offset in part by a 24% decrease in average selling prices ("ASP"). Revenues from the Company's DRAM products contributed approximately 45% of the Company's net revenues for the December 2001 quarter and approximately 57% of the Company's net revenues for the December 2000 quarter. The DRAM revenues decreased by approximately 92% to $2.9 million in the December 2001 quarter from $36.6 million for the December 2000 quarter but increased $367,000 or approximately 45% over the September 2001 quarter. The decrease in revenue for DRAMs from the December 2000 quarter was the result of inventory reduction efforts by our customers and a slowdown in demand. The increase in net revenues over the September 2001 quarter was attributed to an increase in unit shipments of approximately 45% offset in part by a decrease in ASPs by approximately 22%. Revenues from the Company's SRAM products contributed approximately 54% of the Company's net revenues for the December 2001 quarter and approximately 42% of the Company's net revenues for the December 2000 quarter. The SRAM revenues decreased by approximately 87% to $3.4 million in the December 2001 quarter from $27.1 million for the December 2000 quarter but increased $835,000 or approximately 33% over the September 2001 quarter. The decrease in revenue for SRAMs from the December 2000 quarter was the result of inventory reduction efforts by our customers and a slowdown in demand. The increase in net revenues over the -16- September 2001 quarter was attributed to an increase in unit shipments of approximately 89% offset in part by a decrease in ASPs by approximately 30%. In the December 2001 quarter, sales to the computing market segment and non-PC market segment (i.e. communication, networking and consumer) accounted for approximately 32% and 68% of total sales. Whereas in the December 2000 quarter, approximately 10% of the Company's sales were in the computing market segment and 90% in the non-PC market segments. In the December 2001 quarter, sales by geographic areas were 33%, 38% and 29% for U.S., Asia and Europe, respectively. Whereas during the December 2000 quarter, U.S., Asia and Europe accounted for 37%, 42% and 21%, respectively. No customers accounted for net revenues greater than 10% in the December 2001 or December 2000 quarter. Net revenues for the nine-months ended December 31, 2001 decreased by 87% to $23.5 million from $175.7 million during nine-months ended December 31, 2000. The revenue decrease during the nine months ended December 31, 2001 compared to the nine months ended December 31, 2000, was primarily due to significant decreases in unit volumes and ASPs. Revenues from the Company's SRAM products during the nine-months ending December 31, 2001 accounted for approximately $12.5 million or 53% of the total net revenues, with DRAMs accounting for approximately $10.8 million or 46%. This compares to SRAM products sales during the nine-months ending December 31, 2000 of approximately $74.2 million or 42% of the total revenues, with DRAMs accounting for approximately $101.1 million or 58%. For the nine-months ended December 31, 2001, sales to the computing market segment accounted for approximately 27% of total sales, with 73% attributable to sales in the communication, networking and consumer markets whereas during the nine months ended December 31, 2000, approximately 18% of the Company's sales were in the computing market segment and 82% in the non-PC market segments (i.e. communications, networking and consumer). The Company's sales and marketing focus is primarily in the communications, networking, wireless and consumer markets. The geographic breakdown of sales for the nine months ending December 31, 2001, was 31% in U.S., 38% in Asia, and 31% in Europe, whereas during the nine months ending December 31, 2000, U.S., Asia, and European sales accounted for approximately 37%, 45% and 18%, respectively, of net revenues. The largest customer accounted for approximately 4.6% of the Company's net revenues during the first nine months ended December 31, 2001, whereas the largest customer for the first nine months ended December 31, 2000, accounted for approximately 6.4%. Generally, the markets for the Company's products are characterized by volatile supply and demand conditions, numerous competitors, rapid technological change, and product obsolescence. These conditions could require the Company to make significant shifts in its product mix in a relatively short period of time. These changes involve several risks, including, among others, constraints or delays in timely deliveries of products from the Company's suppliers; lower than anticipated wafer manufacturing yields; lower than expected throughput from assembly and test suppliers; and less than anticipated demand and selling prices. The occurrence of any problems resulting from these risks could have a material adverse effect on the Company's operating results. Gross Profit (Loss) Gross loss for the December 2001 quarter was $4.7 million, or 74% of net revenues compared to a gross profit of $21.3 million or 33% for the December 2000 quarter. The decrease in gross profits was primarily related to a 73% decrease in unit shipments and a 63% reduction in the ASPs, which was driven by the weak market demand. During the December 31, 2001 quarter, the Company took a $1.0 million write-down of its inventory due to scrapping of certain wafers. The inventory write-down accounted for 16% of the 74% gross loss reported in the December 2001 quarter. The gross loss for December 2001 quarter compared to the September 2001 quarter was $12.8 million less. This was due to the Company taking a $10.4 million inventory write-off in the September 2001 as well as the December quarter units shipments increasing 63% despite the ASP decreasing by 24%. -17- The gross loss was approximately $27.3 million, or 116% of the net revenues, for the first nine months ended December 31, 2001. This compares to a gross profit of approximately $63.3 million or 36% of net revenues for the nine months ending December 31, 2000. The Company took an approximate $17.4 million inventory write down as a result of the weak market demand as well as the erosion of its ASPs for the nine months ended December 31, 2001. The Company is subject to a number of factors which may have an adverse impact on gross margins including the availability and cost of products from the Company's suppliers; increased competition and related decreases in average unit selling prices; changes in the mix of products sold; timing of new product introductions and volume shipments; and antidumping duties related to the importation of products from Taiwan. In addition, the Company may seek to add additional foundry suppliers and transfer existing and newly developed products to more advanced manufacturing processes. The commencement of manufacturing at a new foundry is often characterized by lower yields, as the manufacturing process is refined. There can be no assurance that one or more of the factors set forth in this paragraph will not have a material adverse effect on the Company's gross margins in future periods. Research and Development Research and development expenses consist principally of salaries and benefits for engineering design, contracted development efforts, facilities costs, equipment and software depreciation and amortization, wafer masks and tooling costs, test wafers and other expense items. Research and development expenses were $2.0 million, or 32% of net revenue in the December 2001 quarter, compared to $3.1 million, or 5% of net revenue, for the December 2000 quarter. In absolute dollars, these expenses decreased approximately $1.1 million or 34% from the December 2000 quarter. Research and development expenses in the first nine months ending December 31, 2001, were $7.2 million, or 31% of net revenues compared to $10.2 million, or 6% for the first nine months ending December 31, 2000. The reduction in expenses for the December 2001 quarter as compared to the December 2000 quarter, as well as during the nine months ending December 31, 2001 versus the first nine months ending December 31, 2000, was due to a decrease in mask and tooling costs. During the December 2001 quarter and the first nine months ended December 31, 2001, the Company's development efforts focused on advanced process and design technology involving SRAMs, DRAMs and Flash memory products. The Company believes that investments in research and development are necessary to remain competitive in the marketplace and accordingly, research and development expenses may increase in absolute dollars and may also increase as a percentage of net revenue in future periods. Selling, General and Administrative Selling, general and administrative expenses generally include salaries and benefits, sales commissions, marketing costs, travel, equipment depreciation and software amortization, facilities costs, bad debt expense as well as insurance and legal costs for the Company's sales, marketing, customer support and administrative personnel. Selling, general and administrative expenses were $3.6 million, or 56% of net revenue in the December 2001 quarter compared to $4.8 million, or 8% of net revenue in the December 2000 quarter. In absolute dollars, these expenses decreased approximately $1.2 million or 25% from the December 2000 quarter. For the nine months ending December 31, 2001, expenses were $12.0 million, or 51%, compared to $14.6 million, or 8%, for the nine months ending December 31, 2000. The decrease in selling, general and administrative expenses for the December 2001 quarter versus December 2000 quarter, as well as during the nine months ended December 31, 2001, versus the nine months ended December 31, 2000, was primarily the result of decreased sales commissions due to the decrease in revenues, as well as decreased headcount and personnel related costs. -18- Selling, general and administrative expenses may increase in absolute dollars and may also fluctuate as a percentage of net revenues in the future primarily due higher commissions, which are dependent on the level of revenues as well as increased headcount and personnel related costs. Gain (Loss) on Investments In the quarter ended December 31, 2001, the Company recorded a $219,000 gain on its investments. The net gain consisted of a gain of $3.4 million relating to sales of investments and $3.3 million gain on hedged investments offset by $6.5 million loss on derivative instruments. For the nine months ended December 31, 2001, the Company has recorded $7.6 million in losses from its investments. Transactions relating to the Company's Platys holdings being bought out by Adaptec has resulted in a gain of approximately $28.6 million. The Company sold 100,000 shares of Adaptec recording a non-operating pre-tax gain of approximately $403,000. In addition, the Company recognized a gain of $162,000 on the Adaptec hedge instrument and a loss of $405,000 on the Adaptec investment. The Company sold 125,000 shares of Broadcom in the second quarter of fiscal 2002, resulting in a pre-tax gain of approximately $1.6 million. For the nine months ended December 2001, the Company recognized a loss of approximately $770,000 on its Broadcom investment and a gain of approximately $172,000 on the Broadcom hedge instrument. The Company recorded a loss on the sales of UMC stock of approximately $34.8 million. The Company also recored a loss of approximately $5.4 million on its Vitesse investment, and an offseting gain of $2.9 on the Vitesse hedge instrument. In the December 2000 quarter, the Company recognized a gain on investments of approximately $5.3 million as a result of selling 100,000 shares of the Company's Broadcom Corporation marketable securities. In the first nine months of fiscal 2001, the Company sold 236,631 shares of Broadcom, recording a gain of approximately $21.9 million, sold 500,000 shares of Chartered reporting a gain of $33.5 million and reported a gain of approximately $11.0 million as a result of the PMC acquisition of Malleable. The Company received 68,152 shares of PMC, after the distribution of the management fee to Alliance Venture Management, in connection with the Malleable acquisition. Other Income (Expense), Net Other Income (Expense), net represents interest income from short-term investments and interest expense on short and long-term obligations. Other expense, net was approximately $1.4 million in the December 2001 quarter compared to Other Income, net of approximately $200,000 in the December 2000 quarter. This increase in expense was attributed to higher interest on outstanding loans. For the nine months ended December 31, 2001, Other expense, net was approximately $3.6 million as compared to Other Income, net of approximately $473,000 for the nine months ended December 31, 2000. Write-Down of Marketable Securities and Other Investments At the end of the December 2001 quarter, the Company wrote off three of its investments managed by Alliance Venture Management and Solar resulting in a pre-tax loss of approximately $1.8 million. During the first six months of fiscal year 2002, marketable securities held by the Company experienced significant declines in their market value primarily due to the downturn in the semiconductor sector and general market conditions. Management has evaluated the marketable securities for potential "other-than-temporary" declines in their value. Such evaluation included researching commentary from industry experts, analysts and other companies, all of who were not optimistic that the semiconductor sector would recover in the next quarter or two or three. Based on the continuing depression in the investments' stock prices from those originally used to record the investment and coupled with the expectation that the stock prices will not significantly recover in the next six to nine months, as well as the unfavorable business conditions for the companies in the semiconductor industry in general (including lower fabrication facility capacity at UMC), management determined that a write down was necessary as of September 30, 2001. As the result, the Company recorded a pre-tax loss of $287.5 million during the September 2001 quarter, based on the quoted market price of the respective marketable securities at September 30, 2001. -19- At the end of the June 2001 quarter, the Company wrote down one of its investments managed by Alliance Ventures Management LLC, and recognized a pre-tax, non-operating loss of approximately $4.5 million. At the end of the September 2001 quarter, the Company wrote down another Alliance Ventures investment and recognized a pre-tax, non-operating loss of approximately $2.0 million. At the end of the December 2001 quarter, the Company wrote down an Alliance Ventures investment for $1.0 million and two Solar investments for a total of $750,000. These write-downs are recorded in the Write-down of Marketable Securities and other investments. Provision for Income Taxes Income tax benefits for the three and nine months ended December 31, 2001 were approximately $4.6 million and $137.1 million, respectively, for an overall effective tax rate of 38.8%. These income tax benefits were largely the result of the write down in marketable securities in the September 2001 quarter. Income tax expense for the December 2000 quarter was approximately $5.7 million and $41.0 million for the nine months ended, December 31, 2000, for an overall effective tax rate of 38.7%. Equity in Loss of Investees Several of the Alliance Venture and Solar investments are accounted for under the equity method due to the Company's ability to exercise significant influence on the operations of the investees resulting primarily from ownership interest and/or board representation. For the quarters ended December 31, 2001 and 2000, respectively, the total equity in the loss of investees was approximately $2.4 million and $1.9 million, net of tax. For the nine months ended December 31, 2001 and 2000, the total equity in the loss of investees was approximately $7.0 million and $3.6 million, respectively. Cumulative Effect of Change in Accounting Principle - Adoption of SFAS 133 The Company adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended by the Statement of Financial Accounting Standards No. 137, Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133, an amendment of FASB Statement No. 133 and Statement of Financial Accounting Standards No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133 (herein referred to as "SFAS 133"), on April 1, 2001. In the fourth quarter of fiscal 2001, the Company entered into two derivative instruments, to hedge its investment in Vitesse Semiconductor common stock (see Note 13). The Company has designated these arrangements as fair value hedges under SFAS 133. In accordance with the transition provisions of SFAS 133, the Company recorded approximately $2.1 million cumulative effect adjustment in earnings in the quarter ended June 30, 2001. Recently Issued Accounting Standards In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations." SFAS 141 requires the purchase method accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of interests-method. The Company believes that the adoption of SFAS 141 will not have a significant impact on its financial statements. In July 2001, the FASB issued Statement of Financial Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets", which is effective for fiscal years beginning after March 15, 2001. SFAS 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions upon adoption for the reclassification of certain existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the testing for impairment of existing goodwill and other intangibles. The Company believes that the adoption of SFAS 142 will not have a significant impact on its financial statements. In October 2001, the FASB issued Statement of Financial Accounting Standards ("SFAS No. 144"), "Accounting for Impairment or Disposal of Long-Lived Assets", which supercedes Statement of Financial Accounting Standards ("SFAS No. 121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of" and the accounting and reporting provision of Accounting Principles Board ("APB") No. 30, "Reporting the Results of Operations, Reporting the Effects of Disposal of a Segment of a Business, and -20- Extraordinary, Unusual and Infrequently Occurring Events and Transactions". SFAS No. 144 addresses financial accounting and reporting for impairment or disposal of long- lived assets including amortizable intangibles and is effective for the fiscal years beginning December 15, 2001 as well as interim periods within those fiscal years. SFAS No. 144 will address the impairment of goodwill and non-amortizable intangibles. The Company is currently reviewing this statement to determine its effect on the Company's financial position and results of operations. Factors That May Affect Future Results The Company's quarterly and annual results of operations have historically been, and will continue to be, subject to quarterly and other fluctuations due to a variety of factors, including general economic conditions; changes in pricing policies by the Company, its competitors or its suppliers; anticipated and unanticipated decreases in unit average selling prices of the Company's products; fluctuations in manufacturing yields, availability and cost of products from the Company's suppliers; the timing of new product announcements and introductions by the Company or its competitors; changes in the mix of products sold; the cyclical nature of the semiconductor industry; the gain or loss of significant customers; increased research and development expenses associated with new product introductions; market acceptance of new or enhanced versions of the Company's products; seasonal customer demand; and the timing of significant orders. Results of operations could also be adversely affected by economic conditions generally or in various geographic areas, other conditions affecting the timing of customer orders and capital spending, a downturn in the market for personal computers, or order cancellations or rescheduling. Additionally, because the Company is continuing to increase its operating expenses for personnel and new product development to be able to support increased sales levels, the Company's results of operations will be adversely affected if such increased sales levels are not achieved. The markets for the Company's products are characterized by rapid technological change, evolving industry standards, product obsolescence and significant price competition and, as a result, are subject to decreases in average selling prices. The Company experienced significant deterioration in the average selling prices for its SRAM and DRAM products during the first three quarters of fiscal 2002 and during fiscal years 2001, 1999, 1998 and 1997. Historically, average selling prices for semiconductor memory products have declined. The Company is hopeful that average-selling prices may increase over the next several quarters based on the customer demand and availability of certain products the Company sells. The Company's ability to maintain or increase revenues will be highly dependent on its ability to increase unit sales volume of existing products and to successfully develop, introduce and sell new products. Declining average selling prices may also adversely affect the Company's gross margins unless the Company is able to significantly reduce its cost per unit in an amount to offset the declines in average selling prices. There can be no assurance that the Company will be able to increase unit sales volumes of existing products, develop, introduce and sell new products or significantly reduce its cost per unit. There also can be no assurance that even if the Company were to increase unit sales volumes and sufficiently reduce its costs per unit, the Company would be able to maintain or increase revenues or gross margins. The Company usually ships more products in the third month of each quarter than in either of the first two months of the quarter, with shipments in the third month higher at the end of the month. This pattern, which is common in the semiconductor industry, is likely to continue. The concentration of sales in the last month of the quarter may cause the Company's quarterly results of operations to be more difficult to predict. Moreover, a disruption in the Company's production or shipping near the end of a quarter could materially reduce the Company's net sales for that quarter. The Company's reliance on outside foundries and independent assembly and testing houses reduces the Company's ability to control, among other things, delivery schedules. The cyclical nature of the semiconductor industry periodically results in shortages of advanced process wafer fabrication capacity such as the Company has experienced from time to time. The Company's ability to maintain adequate levels of inventory is primarily dependent upon the Company obtaining sufficient supply of products to meet future demand, and any inability of the Company to maintain adequate inventory levels may adversely affect its relations with its customers. In addition, the Company must order products and build inventory substantially in advance of products shipments, and there is a risk that because demand for the Company's products is volatile and subject to rapid technology and price change, the Company will forecast incorrectly and produce excess or insufficient inventories of particular products. This inventory risk is heightened because certain of the Company's key customers place orders with short lead times. The Company's customers' ability to reschedule or cancel orders without significant penalty could adversely affect the Company's liquidity, as the Company may be unable -21- to adjust its purchases from its independent foundries to match such customer changes and cancellations. The Company has in the past produced excess quantities of certain products, which has had a material adverse effect on the Company's results of operations. There can be no assurance that the Company in the future will not produce excess quantities of any of its products. To the extent the Company produces excess or insufficient inventories of particular products, the Company's results of operations could be adversely affected, as was the case in the first three quarters of fiscal 2002 and in fiscal 2001, 1999, 1998 and 1997, when the Company recorded pre-tax charges totaling approximately $16.0 million, $54.0 million, $20.0 million, $15.0 million and $17.0 million, respectively, primarily to reflect a decline in market value of certain inventory. The Company currently relies on independent foundries to manufacture all of the Company's products. Reliance on these foundries involves several risks, including constraints or delays in timely delivery of the Company's products, reduced control over delivery schedules, quality assurance and costs and loss of production due to seismic activity, weather conditions and other factors. In or about October 1997, a fire caused extensive damage to United Integrated Circuits Corporation ("UICC"), a foundry joint venture between UMC and various companies. UICC is located next to UMC in the Hsin-Chu Science-Based Industrial Park, where Company has products manufactured. UICC suffered an additional fire in January 1998, and since October 1996, there have been at least two other fires at semiconductor manufacturing facilities in the Hsin-Chu Science-Based Industrial Park. There can be no assurance that fires or other disasters will not have a material adverse affect on UMC in the future. In addition, as a result of the rapid growth of the semiconductor industry based in the Hsin-Chu Science-Based Industrial Park, severe constraints have been placed on the water and electricity supply in that region. Any shortages of water or electricity could adversely affect the Company's foundries' ability to supply the Company's products, which could have a material adverse effect on the Company's results of operations or financial condition. Although the Company continuously evaluates sources of supply and may seek to add additional foundry capacity, there can be no assurance that such additional capacity can be obtained at acceptable prices, if at all. The occurrence of any supply or other problem resulting from these risks could have a material adverse effect on the Company's results of operations, as was the case during the third quarter of fiscal 1996, during which period manufacturing yields of one of the Company's products were materially adversely affected by manufacturing problems at one of the Company's foundry suppliers. There can be no assurance that other problems affecting manufacturing yields of the Company's products will not occur in the future. There is an ongoing risk that the suppliers of wafer fabrication, wafer sort, assembly and test services to the Company may increase the price charged to the Company for the services they provide, to the point that the Company may not be able to profitably have its products produced at such suppliers. The occurrence of such price increases could have a material adverse affect on the Company's results of operations. The Company conducts a significant portion of its business internationally and is subject to a number of risks resulting from such operations. Such risks include political and economic instability and changes in diplomatic and trade relationships, foreign currency fluctuations, unexpected changes in regulatory requirements, delays resulting from difficulty in obtaining export licenses for certain technology, tariffs and other barriers and restrictions, and the burdens of complying with a variety of foreign laws. Current or potential customers of the Company in Asia, for instance, may become unwilling or unable to purchase the Company's products, and the Company's Asian competitors may be able to become more price-competitive relative to the Company due to declining values of their national currencies. There can be no assurance that such factors will not adversely impact the Company's results of operations in the future or require the Company to modify its current business practices. Additionally, other factors may materially adversely affect the Company's results of operations. The Company relies on domestic and offshore subcontractors for die assembly and testing of products, and is subject to risks of disruption in adequate supply of such services and quality problems with such services. The Company is subject to the risks of shortages of goods or services and increases in the cost of raw materials used in the manufacture or assembly of the Company's products. The Company faces intense competition, and many of its principal competitors and potential competitors have substantially greater financial, technical, marketing, distribution and other resources, broader product lines and longer-standing relationships with customers than does the Company, any of which factors may place such competitors and potential competitors in a stronger competitive position than the Company. The Company's corporate headquarters are located near major earthquake faults, and the Company is subject to the risk of damage or disruption in the event of seismic activity. There can be no assurance that any of the foregoing factors will not materially adversely affect the Company's results of operations. -22- Current pending litigation, administrative proceedings and claims are set forth in Item 1- Legal Proceedings. The Company intends to vigorously defend itself in the litigation and claims and, subject to the inherent uncertainties of litigation and based upon discovery completed to date, management believes that the resolution of these matters will not have a material adverse effect on the Company's financial position. However, should the outcome of any of these actions be unfavorable, the Company may be required to pay damages and other expenses, or may be enjoined from manufacturing or selling any products deemed to infringe the intellectual property rights of others, which could have a material adverse effect on the Company's financial position or results of operations. Moreover, the semiconductor industry is characterized by frequent claims and litigation regarding patents and other intellectual property rights. The Company has from time to time received, and believes that it likely will in the future receive, notices alleging that the Company's products, or the processes used to manufacture the Company's products, infringe the intellectual property rights of third parties, and the Company is subject to the risk that it may become party to litigation involving such claims (the Company currently is involved in patent litigation). In the event of litigation to determine the validity of any third-party claims (such as the current patent litigation), or claims against the Company for indemnification related to such third-party claims, such litigation, whether or not determined in favor of the Company, could result in significant expense to the Company and divert the efforts of the Company's technical and management personnel from other matters. In the event of an adverse ruling in such litigation, the Company might be required to cease the manufacture, use and sale of infringing products, discontinue the use of certain processes, expend significant resources to develop non-infringing technology or obtain licenses to the infringing technology. In addition, depending upon the number of infringing products and the extent of sales of such products, the Company could suffer significant monetary damages. In the event of a successful claim against the Company and the Company's failure to develop or license a substitute technology, the Company's results of operations could be materially adversely affected. The Company also, as a result of an antidumping proceeding commenced in February 1997, must pay a cash deposit equal to 50.15% of the entered value of any SRAMs manufactured (wafer fabrication) in Taiwan, in order to import such goods into the U.S. Although the Company may be refunded such deposits in the future (see Part II, Item 1 - Legal Proceedings, below), the deposit requirement, and the potential that all entries of Taiwan-fabricated SRAMs from October 1, 1997 through March 31, 1999 will be liquidated at the bond rate or deposit rate in effect at the time of entry, may materially adversely affect the Company's ability to sell in the United States SRAMs manufactured (wafer fabrication) in Taiwan. The Company manufactures (wafer fabrication) SRAMs in Singapore (and has manufactured SRAMs in the United States as well), and may be able to support its U.S. customers with such products, which are not subject to antidumping duties. There can be no assurance, however, that the Company will be able to do so. The Company, through Alliance Venture Management, invests in startup, pre-IPO (initial public offering) companies. These types of investments are inherently risky and many venture funds have a large percentage of investments decrease in value or fail. Most of these startup companies fail, and the investors lose their entire investment. Successful investing relies on the skill of the investment managers, but also on market and other factors outside the control of the managers. While the Company has been successful in some of its recent investments, there can be no assurance as to any future or continued success. It is likely there will be a downturn in the success of these types of investments in the future and the Company will suffer significant diminished success in these investments. There can be no assurance, and in fact it is likely, that many or most, and maybe all of the Company's venture type investments may fail, resulting in the complete loss of some or all the money the Company invested. As a result of the foregoing factors, as well as other factors affecting the Company's results of operations, past performance should not be considered to be a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods. In addition, stock prices for many technology companies are subject to significant volatility, particularly on a quarterly basis. If revenues or earnings fail to meet expectations of the investment community, there could be an immediate and significant impact on the market price of the Company's common stock. Due to the foregoing factors, it is likely that in some future quarter or quarters, the Company's results of operations may be below the expectations of public market analysts and investors. In such event, the price of the Company's common stock would likely be materially and adversely affected. -23- Liquidity and Capital Resources At December 31, 2001, the Company had approximately $6.4 million in cash and cash equivalents, an increase of approximately $306,000 from March 31, 2001 and approximately $246.2 million in working capital, a decrease of approximately $43.5 million from $289.7 million at March 31, 2001. Additionally, the Company had short-term investments in marketable securities whose fair value at December 31, 2001 was approximately $320.3 million. During the nine months ended December 31, 2001, operating activities used cash of $66.9 million compared to $52.1 million used in the nine months of fiscal 2001. Cash utilized in operating activities in the first nine months of fiscal 2002 was primarily the result of net loss, the impact of non-cash items such as depreciation and amortization, a decrease in accounts payable, a decrease in deferred taxes offset by a cumulative effect of accounting change, write-down of investments, and decreases in inventory and accounts receivable. Net cash provided by investing activities was $32.2 million during the nine months ended December 31, 2001, as the result of proceeds from the sale of marketable securities of $63.4 million, offset in part, by $19.3 million in investments made by Alliance Ventures Funds, an investment made in Tower Semiconductor of $11.0 million, and purchases of equipment of $913,000. Investing activities provided cash in the amount of $23.8 million during the first nine months ended December 31, 2000 as the result of the proceeds from the sale of marketable securities of $81.1 million, offset in part, by $53.4 million in investments made by Alliance Ventures and in Solar , and purchases of equipment of $2.9 million. Net cash provided by financing activities during the first nine months ended December 31, 2001 was approximately $35.0 million. The increase in cash from financing activities in the nine months ended December 31, 2001 was primarily due to an increase in short-term borrowings of $43.5 million and in part by proceeds from the sale of common stock through stock option exercises, of approximately $1.1 million offset by the repurchase of the Company's stock of approximately $7.7 million and capital lease payments of $687,000. During the first quarter of fiscal 2002, the Company entered into a secured loan agreement with Citibank, N.A. for up to $60.0 million. Under the terms of the loan agreement, the loan matured on November 19, 2001. At December 31, 2001, the Company had paid off its loan with Citibank. In the third quarter of fiscal 2002, the Company entered into a secured loan agreement with Chinatrust Commercial Bank, Ltd, to borrow up to $46.0 million. The loan is secured by UMC stock with the aggregate value at least 250% of the outstanding loan balance. The loan bears interest at LIBOR plus 2.5% and matures on December 7, 2002. The loan requires compliance with certain restrictive covenants with which the Company was in compliance at December 31, 2001. The outstanding balance on the Chinatrust loan approximated $30.2 million at December 31, 2001. Net cash provided by financing activities during the first nine months ended December 31, 2000 was the result of $16.0 million short-term borrowing, net proceeds from the exercise of employee stock options of $1.5 million, offset by the repurchase of 565,000 shares of the Company's common stock at a cost of $10.3 million The Company believes these sources of liquidity, and financing opportunities available to it will be sufficient to meet its projected working capital and other cash requirements for the foreseeable future. However, it is possible that the Company may need to raise additional funds to fund its activities beyond the next year or to consummate acquisitions of other businesses, products, wafer capacity or technologies. The Company could raise such funds by selling some of its short-term investments, selling more stock to the public or to selected investors, or by borrowing money. The Company may not be able to obtain additional funds on terms that would be favorable to its stockholders and the Company, or at all. If the Company raises additional funds by issuing additional equity, the ownership percentages of existing stockholders would be reduced. In order to obtain an adequate supply of wafers, especially wafers manufactured using advanced process technologies, the Company has entered into and will continue to consider various possible transactions, including equity investments in or loans to foundries in exchange for guaranteed production capacity, the formation of joint ventures to own and operate foundries, as was the case with Chartered , UMC and Tower, or the usage of "take or pay" contracts that commit the Company to purchase specified quantities of wafers over extended periods. Manufacturing arrangements such as these may require substantial capital investments, which may require the -24- Company to seek additional equity or debt financing. There can be no assurance that such additional financing, if required, will be available when needed or, if available, will be on satisfactory terms. Additionally, the Company has entered into and will continue to enter into various transactions, including the licensing of its integrated circuit designs in exchange for royalties, fees or guarantees of manufacturing capacity. -25- ================================================================================ Part II - Other Information ITEM 1 Legal Proceedings In July 1998, the Company learned that a default judgment was entered against the Company in Canada, in the amount of approximately $170.0 million, in a case filed in 1985 captioned Prabhakara Chowdary Balla and TritTek Research Ltd. v. Fitch Research Corporation, et al., British Columbia Supreme Court No. 85-2805 (Victoria Registry). The Company, which had previously not participated in the case, believes that it never was properly served with process in this action, and that the Canadian court lacks jurisdiction over the Company in this matter. In addition to jurisdictional and procedural arguments, the Company also believes it may have grounds to argue that the claims against the Company should be deemed discharged by the Company's bankruptcy in 1991. In February 1999, the court set aside the default judgment against the Company. In April 1999, the plaintiffs were granted leave by the Court to appeal this judgment. Oral arguments were made before the Court of Appeals in June 2000. In July 2000, the Court of Appeals instructed the lower Court to allow the parties to take depositions regarding the issue of service of process, while also setting aside the default judgment against the Company. The plaintiffs appealed the setting aside of the default judgment against the Company to the Canadian Supreme Court. In June 2001, the Canadian Supreme Court refused to hear the appeal of the setting aside of the default judgment against the Company. The Company believes the resolution of this matter will not have a material adverse effect on its financial conditions and its results of operations. In November 2001 Amstrad plc ("Amstrad") filed suit against the Company in England in the amount of approximately $1.5 million. This claim is based on allegations that a batch of 15,000 parts supplied by the Company, and which were incorporated into Amstrad products, were defective. The Company has investigated whether there are sufficient grounds to dispute the jurisdiction of the English Court to hear this case. In November 2001, the Company had filed suit in the California Superior Court for $45,000 owed for the parts sold to Amstrad that were not paid for. In January 2002, the California Superior Court granted Amstrad's motion to quash the Company's California action for lack of jurisdiction. As a consequence, there are no grounds to dispute the jurisdiction of the English Court to hear Amstrad's suit. The Company has prepared a detailed defense to Amstrad's suit, which will be filed in February 2002. The Company believes the resolution of this matter will not have a material adverse effect on its financial conditions and its results of operations. ITEM 5 Other Information In February 1997, Micron Technology, Inc. filed an antidumping petition with the United States International Trade Commission ("ITC") and United States Department of Commerce ("DOC"), alleging that SRAMs fabricated in Taiwan were being sold in the United States at less than fair value, and that the United States industry producing SRAMs was materially injured or threatened with material injury by reason of imports of SRAMs fabricated in Taiwan. After a final affirmative DOC determination of dumping and a final affirmative ITC determination of injury, DOC issued an antidumping duty order in April 1998. Under that order, the Company's imports into the United States on or after approximately April 16, 1998 of SRAMs fabricated in Taiwan are subject to a cash deposit in the amount of 50.15% (the "Antidumping Margin") of the entered value of such SRAMs. (The Company posted a bond in the amount of 59.06% (the preliminary margin) with respect to its importation, between approximately October 1997 and April 1998, of SRAMs fabricated in Taiwan.) In May 1998, the Company and others filed an appeal in the United States Court of International Trade (the "CIT"), challenging the determination by the ITC that imports of Taiwan-fabricated SRAMs were causing material injury to the U.S. industry. Following two remands from the CIT, the ITC, on June 12, 2000, reversed its original determination that Taiwan-fabricated SRAMs were causing material injury to the U.S. industry. The CIT affirmed the ITC's negative determination on August 29, 2000, and Micron appealed to the U.S. Court of Appeals for the Federal Circuit ("CAFC"). On September 21, 2001, the CAFC affirmed the ITC's negative injury determination. The Company had made cash deposits in the amount of $1.7 million and had posted a bond secured by a letter of credit in the amount of approximately $1.7 million relating to the Company's importation of Taiwan-manufactured SRAMs. The balances remained unchanged at December 31, 2001. In January 2002, the decision of the CIT was made final and the DOC revoked the order and instructed the U.S. Customs Service to refund the Company's cash deposits with interest. -26- The Investment Company Act of 1940 Following a special study after the stock market crash of 1929 and the ensuing Depression, Congress enacted the Investment Company Act of 1940 (the "Act"). The Act was primarily meant to regulate mutual funds, such as the families of funds offered by the Fidelity and Vanguard organizations (to pick two of many), and the smaller number of closed-end investment companies that are traded on the public stock markets. In those cases the funds in question describe themselves as being in the business of investing, reinvesting and trading in securities and generally own relatively diversified portfolios of publicly traded securities that are issued by companies that the investment companies do not control. The fundamental intent of the Act is to protect the interests of public investors from fraud and manipulation by the people who establish and operate such investment companies, which constitute large pools of liquid assets that could be used improperly, or not be properly safeguarded, by the persons in control of them. When the Act was written, its drafters (and Congress) also felt that a company could, either deliberately or inadvertently, come to have the defining characteristics of an investment company without proclaiming that fact or being willing to voluntarily submit itself to regulation as an acknowledged investment company, and that investors in such a company could be just as much in need of protection as are investors in companies that are openly and deliberately established as investment companies. In order to deal with this perceived potential abuse, the Act and rules under it contain provisions and set forth principles that are designed to differentiate "true" operating companies from companies that may be considered to have sufficient investment-company-like characteristics to require regulation by the Act's complex procedural and substantive requirements. These provisions apply to companies that own or hold securities, as well as companies that invest, reinvest and trade in securities, and particularly focus on determining the primary nature of a company's activities, including whether an investing company controls and does business through the entities in which it invests or, instead, holds its securities investments passively and not as part of an operating business. For instance, under what is, for most purposes, the most liberal of the relevant tests, a company may become subject to the Act's registration requirements if it either holds more than 45% of its assets in, or derives more than 45% of its income from, investments in companies that the investor does not primarily control or through which it does not actively do business. In making these determinations the Act generally requires that a company's assets be valued on a current fair market value basis, determined on the basis of securities' public trading price or, in the case of illiquid securities and other assets, in good faith by the company's board of directors. The Company viewed its investments in Chartered, USC and USIC, and its new investment in Tower, as operating investments primarily intended to secure adequate wafer manufacturing capacity; as previously noted, the Company's access to the manufacturing resources that it obtained in conjunction with those investments will decrease if the Company ceases to own at least 50% of its original investments in the enterprises, as modified, in the cases of USC and USIC, by their merger into UMC. In addition, the Company believes that, before USC's merger into UMC, the Company's investment in USC constituted a joint venture interest that the staff of the Securities and Exchange Commission (the "SEC") would not regard as a security for purposes of determining the proportion of the Company's assets that might be viewed as having been held in passive investment securities. However, because of the success during the last two years of the Company's investments, including its strategic wafer manufacturing investments, at least from the time of the completion of the merger of USC and USIC into UMC in January 2000 the Company believes that it could be viewed as holding a much larger portion of its assets in investment securities than is presumptively permitted by the Act for a company that is not registered under it. On the other hand, the Company also believes that the investments that it currently holds in Chartered and UMC, even though in companies that the Company does not control, should be regarded as strategic deployments of Company assets for the purpose of furthering the Company's memory chip business, rather than as the kind of financial investments that generally are considered to constitute investment securities. Applying certain other tests that the SEC utilizes in determining investment company status, the Company has never held itself out as an investment company; its historical development has focused almost exclusively on the memory chip business; the activities of its officers and employees have been overwhelmingly addressed to achieving success in the memory chip business; and until the past two years, its income (and losses) have derived almost exclusively from the memory chip business. Accordingly, the Company believes that it should be regarded as being primarily engaged in a business other than investing, reinvesting, owning, holding or trading in securities, and has applied to the SEC for an order under section 3(b)(2) of the Act confirming its non-investment-company status. However, if the Company's investments in Chartered, UMC, and Tower are now viewed as investment securities, it must be conceded that an unusually large proportion of the Company's assets could be viewed as invested in assets that -27- would, under most circumstances, give rise to investment company status. Therefore, while the Company believes that it has meritorious arguments as to why it should not be considered an investment company and should not be subject to regulation under the Act, there can be no assurance that the SEC will agree. And even if the SEC grants some kind of exemption from investment company status to the Company, it may place significant restrictions on the amount and type of investments the Company is allowed to hold, which might force the Company to divest itself of many of its current investments. Significant potential penalties may be imposed upon a company that should be registered under the Act but is not, and the Company is proceeding expeditiously to resolve its status. If the Company does not receive an exemption from the SEC, the Company would be required to register under the Act as a closed-end management investment company. In the absence of exemptions granted by the SEC (if it determines to do so in its discretion after an assessment of the public interest), the Act imposes a number of significant requirements and restrictions upon registered investment companies that do not normally apply to operating companies. These would include, but not be limited to, a requirement that at least 40% of the Company's board of directors not be "interested persons" of the Company as defined in the Act and that those directors be granted certain special rights with respect to the approval of certain kinds of transactions (particularly those that pose a possibility of giving rise to conflicts of interest); prohibitions on the grant of stock options that would be outstanding for more than 120 days and upon the use of stock for compensation (which could be highly detrimental to the Company in view of the competitive circumstances in which it seeks to attract and retain qualified employees); and broad prohibitions on affiliate transactions, such as the compensation arrangements applicable to the management of Alliance Venture Management, many kinds of incentive compensation arrangements for management employees and joint investment by persons who control the Company in entities in which the Company is also investing (which could require the Company to abandon or significantly restructure its management arrangements, particularly with respect to its investment activities). While the Company could apply for individual exemptions from these restrictions, there could be no guarantee that such exemptions would be granted, or granted on terms that the Company would deem practical. Additionally, the Company would be required to report its financial results in a different form from that currently used by the Company, which would have the effect of turning the Company's Statement of Operations "upside down" by requiring that the Company report its investment income and the results of its investment activities, instead of its operations, as its primary sources of revenue. While the Company is working diligently to deal with these investment company issues, there can be no assurance that a manageable solution will be found. The SEC may be hesitant to grant an exemption from investment company status in the Company's situation, and it may not be feasible for the Company to operate in its present manner as a registered investment company. As a result, the Company might be required to divest itself of assets that it considers strategically necessary for the conduct of its operations, to reorganize as two or more separate companies, or both. Such divestitures or reorganizations could have a material adverse effect upon the Company's business and results of operations. ITEM 6 Exhibits and Reports on Form 8-K. (a) Exhibits:

(b) No reports on Form 8-K were filed during quarter ended December 29, 2001. -8- ================================================================================ SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Alliance Semiconductor Corporation February 12, 2002 By: /s/ N. Damodar Reddy -------------------------------- N. Damodar Reddy Chairman of the Board, President, Chief Executive Officer (Principal Executive Officer) and Acting Chief Financial Officer (Principal Financial and Accounting Officer) -29- EX-10.46 MATERIAL CO 3 ex1046.txt CREDIT AGREEMENT WITH CHINATRUST CREDIT AGREEMENT dated as of November 15, 2001 between ALLIANCE SEMICONDUCTOR CORPORATION ("Alliance"), a Delaware corporation, ALLIANCE SEMICONDUCTOR (S.A.) (PTY) LTD ("Alliance (S.A.)"), a South African corporation (collectively referred to as the "Borrower") and CHINATRUST COMMERCIAL BANK, LTD., New York Branch (the "Bank"). The parties hereto hereby agree as follows: Article I DEFINITIONS AND ACCOUNTING TERMS Section 1.01. Defined Terms. As used in this Agreement, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa): "Affiliate" means any Person (1) which directly or indirectly controls, or is controlled by, or is under common control with the Borrower or a Subsidiary; (2) which directly or indirectly beneficially owns or holds ten percent (10%) or more of any class of voting stock of the Borrower or any Subsidiary; or (3) ten percent (10%) or more of the voting stock of which is directly or indirectly beneficially owned or held by the Borrower or a Subsidiary. The term "control" means the possession, directly or indirectly, or the power to direct or cause the direction of the management and policies of a Person, whether through the ownership or voting securities, by contract, or otherwise. Notwithstanding the foregoing, Affiliate shall not include any company in which the Alliance Venture funds have invested. "Agreement" means this Credit Agreement, as amended, supplemented, or modified from time to time. "Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required to close under the laws of the State of New York and, if the applicable day relates to LIBOR, LIBOR Interest Period, or notice with respect to LIBOR, a day on which dealings in Dollar deposits are also carried on in the London interbank market and banks are open for business in London, England. "Capital Lease" means all leases which have been or should be capitalized on the books of the lessee in accordance with GAAP. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and published interpretations thereof. "Collateral" means all property which is subject or is to be subject to the Lien granted by the Pledge Agreement. "Commitment" means the Bank's obligation to make Loans to the Borrower up to and including the sum of Thirty Million Dollars ($30,000,000.00) pursuant to the terms of this Agreement. "Commonly Controlled Entity" means an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 414(b) or 414(c) of the Code. "Debt" means (1) indebtedness or liability for borrowed money; (2) obligations evidenced by bonds, debentures, notes, or other similar instruments; (3) obligations for the deferred purchase price of property or services (including trade obligations); (4) obligations as lessee under Capital Leases; (5) current liabilities in respect of unfunded vested benefits under Plans covered by ERISA; (6) obligations under letters of credit; (7) obligations under acceptance facilities; (8) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or entity, or otherwise to assure a creditor against loss; and (9) obligations secured by any Liens, whether or not the obligations have been assumed. "Default" means any of the events specified in Section 7.01, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied. "Dollars" and the sign "$" mean lawful money of the United States of America. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and published interpretations thereof. "Escrow Agreement" means the escrow agreement as defined in Section 2.01. "Eurocurrency Reserve Requirement" means, for the Loans, for any Interest Period therefor, the daily average of the stated maximum rate (expressed as a decimal) at which reserves (including any marginal, supplemental, or emergency reserves) are required to be maintained during such Interest Period under Regulation D by the Bank against "Eurocurrency Liabilities" (as such terms is used in Regulation D) but without benefit or credit of proration, exemptions, or offsets that might otherwise be available to the Bank from time to time under Regulation D. Without limiting the effect of the foregoing, the Eurocurrency Reserve Requirement shall reflect any other reserves required to be maintained by the Bank against (1) any category of liabilities that includes deposits by reference to which the LIBOR Interest Rate for such Loans are to be determined; or (2) any category of extension of credit or other assets that include such Loans. "Event of Default" means any of the events specified in Section 7.01, provided that any requirement for the giving notice, the lapse of time, or both, or any other condition, has been satisfied. "GAAP" means generally accepted accounting principles in the United States. "Interest Period" means the period commencing on the date such loan is made and ending, as the Borrower may select, pursuant to Section 2.02, on the numerically corresponding day in the first (1st), second (2nd), or third (3rd) calendar month thereafter, except that each such Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: (a) No Interest Period may extend beyond the Termination Date; and (b) If an Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended to the next Business Day unless, such Business Day would fall in the next calendar month, in which event such Interest Period shall end on the immediately preceding Business Day. "Lending Office" means the office of the Bank (or of an affiliate of the Bank) designated for such Loan as the Bank may from time to time specify to the Borrower as the office at which its Loans are to be made and maintained. "LIBOR Interest Rate" means the rate per annum (rounded upward, if necessary, to the nearest one sixteen of one percent (0.0625%)) determined by the Bank to be equal to the quotient of (1) the London Interbank Offered Rate for such Loan for such Interest Period divided by (2) one minus the Eurocurrency Reserve Requirement for such Interest Period. "Lien" means any mortgage, deed of trust, pledge, security interest, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority, or other security agreement or preferential arrangement, charge, or encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction to evidence any of the foregoing.) "Loan Document(s)" means this Agreement, the Note the Pledge Agreement and the Escrow Agreement. "Loans" means the loans made to the Borrower by the Bank as provided for in this Agreement. "London Interbank Offered Rate" applicable to any Interest Period for a Loan means (i) the arithmetic mean (rounded upward, if necessary to the nearest one sixteen of one percent (0.0625%)) of the London Interbank Eurodollar Market offered rates for United States Dollar deposits for the amount of the Loan for the Interest Period selected by the Borrower appearing on the display designated as "Page 3750" on the Telerate Service (or such other page as may replace Page 3750 on that service, or such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying British Bankers' Association Interest Settlement Rates for Deutsche Mark, U.S. Dollar, European Currency Unit, Sterling, Swiss Franc or Yen deposits), as of 11:00 a.m. (London time) on the date that is two Business Days prior to the first day of the Interest Period of such Loan interest period, (ii) if the foregoing method is not available, the arithmetic mean (rounded upward, if necessary, to the nearest one sixteen of one percent (0.0625%)) of the London Interbank Eurodollar Market offered rates for United States Dollar deposits for the amount of the Loan for the Interest Period selected by the Borrower appearing on the display designated as page "LIBOR" on the Reuter Monitor Money Rates Service (or such other page as may replace the LIBOR page on that service for the purpose of displaying London Interbank Eurodollar Market offered rates of major banks of United States Dollar deposits), as of 11:00 a.m. (London time) on the date that is two Business Days prior to the date that London Interbank Offered Rate is to become effective or adjusted pursuant to this Agreement, (iii) if neither of the foregoing methods for determining the London Interbank Offered Rate is available, the rate per annum quoted by the London branch of Bank of America, N.A. to the Bank, as of approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the date the London Interbank Offered Rate is to become effective or adjusted pursuant to this Agreement for the offering by such branch to leading banks in the London Interbank Eurodollar Market of United States Dollar deposits for the amount of the Loan for the Interest Period selected, (iv) if none of the foregoing methods for determining the London Interbank Offered Rate is available, such substitute method for determination as the parties hereto may agree, or (v) if such agreement is not reached within a reasonable period of time, a rate reasonably determined by Bank as the rate then being paid by banks of a similar size and credit standing as Bank in the London Interbank Eurodollar Market for United States Dollar deposits for the amount of the Loan for Interest Period. Bank's reasonable determination of the London Interbank Offered Rate in accordance with the provisions of this paragraph shall be conclusive and binding upon Borrower whether or not such deposits are actually acquired by the Bank. "Multiemployer Plan" means a Plan described in Section 4001(a)(3) of ERISA. "New York Office" means the Bank's office at 366 Madison Avenue, 3rd Floor, New York, New York 10017. "Note" means the promissory note described in Section 2.05 hereof. "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority, or other entity of whatever nature. "Plan" means any pension plan which is covered by Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is an "employer" as defined in Section 3(5) of ERISA. "Pledge Agreement" means the pledge agreement between the Borrower and the Bank by which the Borrower pledges to the Bank shares of stock owned by Borrower in United Microelectronics Corp., a Republic of China corporation as security for the Loans. "Prohibited Transaction" means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code. "Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as amended or supplemented from time to time. "Reportable Event" means any of the events set forth in Section 4043 of ERISA. "Subsidiary" means, as to the Borrower, a corporation of which shares of stock having ordinary voting power (other than stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation are at the time owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by the Borrower. "Termination Date" means November 14, 2002. "Wall Street Journal Prime Rate" means the per annum rate of interest published from time to time in The Wall Street Journal (Eastern edition) as the "prime rate" for Dollar commercial loans. Section 1.02. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP consistent with those applied in the preparation of the financial statements referred to in Section 4.06, and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles. Article II AMOUNT AND TERMS OF THE LOANS Section 2.01. Term Loan. The Bank agrees on the terms and conditions set forth in this Agreement, to make loans ("Loans") to the Borrower in a total principal amount equal to the amount of the Commitment, in the amounts and on the dates as follows: (a) on November 15, 2001, in a principal amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000.00) (the "First Loan Amount") for the purpose of repaying the Borrower's loan from Citibank, N.A., funding the interest reserve referred in section 2.03(4) and for paying the Bank's fees pursuant to this Agreement and (b) on or before December 14, 2001, in a principal amount equal to the amount of the Commitment less the First Loan Amount (the "Second Loan Amount"). Notwithstanding anything to the contrary in this agreement, a portion of the First Loan Amount shall be disbursed to the Bank to fund the interest reserve and the balance shall be disbursed to an escrow account with the Bank, pursuant to the escrow agreement among Borrower, Citibank, N.A. and the Bank (the "Escrow Agreement"), to be held in escrow by the Bank for the purpose of repaying the Borrower's loan from Citibank, N.A., upon Citibank, N.A.'s release of the shares in United Microelectronics Corp. which are currently pledged to it. Section 2.02. Notice and Manner of Borrowing. The Borrower shall give the Bank written or telegraphic notice (effective upon receipt) of a request for the Loans under this Agreement, at least two (2) Business Days before each, specifying: (1) the date of such Loan; (2) the amount of such Loan; and (3) the duration of the Interest Period applicable thereto. Not later than 2:00 P.M. (New York City time) on the date of such Loan and upon fulfillment of the applicable conditions set forth in Article III, the Bank will make such Loan available to the Borrower in immediately available funds by wiring the amount thereof to the Borrower's designated account pursuant to its written instructions. All notices given under this Section 2.02 shall be irrevocable and shall be given not later than 11:00 A.M. (New York City time) on the day which is not less than two (2) Business Days notice as specified above. Section 2.03. Interest. (1) The Borrower shall pay interest to the Bank on the outstanding and unpaid principal amount of the Loans made under this Agreement at a rate equal to the LIBOR Interest Rate plus two and one half percent (2.5%) per annum (the "Standard Interest Rate"). Interest on the Loans shall be paid in immediately available funds at the New York Office on the last day of the Interest Period with respect thereto. Any principal amount not paid when due (at maturity, by acceleration or otherwise) shall bear interest thereafter until paid in full (before as well as after judgment), payable on demand, at a rate per annum equal to the Wall Street Journal Prime Rate plus two percent (2.0%). (2) The Borrower may elect a one (1), two (2) or three (3) month duration for the Interest Period by notice thereof to the Bank; provided, however, that (i) such notice shall be delivered to the Bank at least two (2) Business Days prior to the first day of such Interest Period, and (ii) if the Borrower shall fail to deliver such notice to the Bank in a timely manner as set forth herein, then such Interest Period shall be for a period of one (1) month unless such period would otherwise end after the Termination Date, in which event such Interest Period shall end on the Termination Date. (3) Interest on the principal amount of the Loans shall be computed on the basis of a year of three hundred sixty (360) days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable. (4) Notwithstanding anything to the contrary herein, the Bank shall reserve and not disburse from the First Loan Amount a sum equal to the interest that will accrue on the principal amount of the Commitment, at the Standard Interest Rate, for the first one (1) year term of the Loans (the "Interest Reserve"). If the LIBOR Interest Rate increases prior to the Termination Date and the Interest Reserve is insufficient to make the future interest payments, the Borrower shall, upon request of the Bank, deposit additional funds with the Bank towards the Interest Reserve. The Bank shall debit the Interest Reserve on the last day of each Interest Period for the amount of the interest owed to it for such Interest Period. The Interest Reserve shall bear interest of one and one half percent (1.5%) per annum, which interest will be paid monthly to the Borrower. (5) Anything in this Agreement or in the Note to the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the Bank to the extent that the Bank's receipt thereof would not be permissible under the law or laws applicable to the Bank limiting rates of interest which may be charged or collected by the Bank. Any such payment which if received would be excessive interest shall be applied to the reduction of the principal amount owing. And any such payments of interest which are not made as a result of the limitation referred to above shall be made by the Borrower to the Bank on the earliest interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Bank limiting rates of interest which may be charged or collected by the Bank. Such deferred interest shall not bear interest. Section 2.04. Fees. The Borrower agrees to pay to the Bank a facility fee on the closing of this facility of one and one half percent (1.5%) of the Commitment, that is, Four Hundred Fifty Thousand Dollars ($450,000.00). Section 2.05. The Note. (1) All Loans made by the Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of the Borrower (the "Note") in substantially the form of Exhibit A, duly completed, dated the date of this Agreement, and payable to the Bank for the account of the applicable Lending Office, such Note to represent the obligation of the Borrower to repay the Loans. The Bank is hereby authorized by the Borrower to endorse on the schedule attached to the Note or to keep separate records of all Loans made to the Borrower and all payments of principal amounts in respect of such Loans, which endorsements or records shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Loans made by the Bank; provided, however, that the failure to make such notation or record with respect to any Loan or renewal, or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Note. (2) On the Termination Date, the unpaid principal amount of the Note shall be repaid in full along with any other sums then due and owing to the Bank. Section 2.06. Prepayments. The Borrowers may, upon at least two (2) Business Days' irrevocable notice to the Bank, prepay the Note in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, provided that (1) each partial prepayment shall be in a principal amount of not less than Two Million Dollars ($2,000,000.00); (2) the Borrower simultaneously pay a prepayment penalty of one percent (1%) of the amount of the prepayment; and (3) pay any reasonable loss, cost, or expense to the Bank as a result of the prepayment in accordance with Section 2.13 of this Agreement. Section 2.07. Method of Payment. The Borrower shall make each payment under this Agreement and under the Note not later than 11:00 A.M. (New York City time) on the date due in lawful money of the United States to the Bank at its New York Office for the account of the applicable Lending Office in immediately available funds. The Borrower hereby authorizes the Bank, if and to the extent payment is not made when due under this Agreement or under the Note, to charge from time to time against any account of the Borrower with the Bank any amount so due. Whenever any payment to be made under this Agreement or under the Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest and the commitment fee, as the case may be, except, if the result of such extension would be to extend such payment into another calendar month, such payment shall be made on the immediately preceding Business Day. Section 2.08. Use of Proceeds. The proceeds of the Loans hereunder shall be used by the Borrower to refinance its existing indebtedness to Citibank, N.A. and for working capital purposes. The Borrower will not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock, or for any purpose which violates, or in inconsistent with, Regulation X of such Board of Governors. Section 2.09. Illegality. Notwithstanding any other provision in this Agreement, if the Bank determines that any applicable law, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall make it unlawful or impossible for the Bank (or its Lending Office) to (1) maintain its commitment, then upon notice to the Borrower by the Bank the commitment of the Bank shall terminate; or (2) maintain or fund its Loans, then upon notice to the Borrower by the Bank the outstanding principal amount of the Loans, together with interest accrued thereon, and any other amounts payable to the Bank under this Agreement shall be repaid (a) immediately upon demand of the Bank if such change or compliance with such request, in the judgment of the Bank, requires immediate repayment; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. Section 2.10. Disaster. Notwithstanding anything to the contrary herein, if the Bank reasonably determines (which determination shall be conclusive) that: (1) Quotations of interest rates for the relevant deposits referred to in the definition of LIBOR Interest Rate are not being provided in the relevant amounts or for the relative maturities for purposes of determining the rate of interest on a LIBOR as provided in this Agreement; or (2) The relevant rates of interest referred to in the definition of LIBOR Interest Rate upon the basis of which the rate of interest for any such type of loan is to be determined do not accurately cover the cost to the Bank of making or maintaining such type of Loan; then the Bank shall forthwith give notice thereof to the Borrower, whereupon (a) the obligation of the Bank to make Loans shall be suspended until the Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist; and (b) the Standard Interest Rate shall be amended to be based upon an alternative interest rate index reference commercially accepted in the finance industry, which reference shall be mutually and reasonably agreed upon by the parties hereto. Section 2.11. Increased Cost. Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining any Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Note in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of the Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where the New York Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3) imposes any other condition materially affecting this Agreement or the Note (or any of such extensions of credit or liabilities) in an adverse manner. The Bank will notify the Borrower in writing of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The Borrower shall have thirty (30) days after the receipt of such written notice to remit such additional compensation to the Bank. Determinations by the Bank for purposes of this Section 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. Section 2.12. Risk-Based Capital. In the event the Bank determines that (1) compliance with any judicial, administrative, or other governmental interpretation of any law or regulation or (2) compliance by the Bank or any corporation controlling the Bank with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) has the effect of requiring an increase on the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank, and the Bank determines that such increase is based upon its obligations hereunder, and other similar obligations, the Borrower shall pay to the Bank such additional amount as shall be certified by the Bank to be the amount allocable to the Bank's obligations to the Borrower hereunder. The Bank will notify the Borrower in writing of any event occurring after the date of this Agreement that will entitle the Bank to compensation pursuant to this Section 2.12 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The Borrower shall have thirty (30) days after the receipt of such written notice to remit such additional compensation to the Bank. Determinations by the Bank for purposes of this Section 2.12 of the effect of any increase in the amount of capital required to be maintained by the Bank and of the amount allocable to the Bank's obligations to the Borrower hereunder shall be conclusive, provided that such determinations are made on a reasonable basis. Section 2.13. Funding Loss Indemnification. The Borrower shall pay to the Bank, upon the request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it for any loss, cost, or expense incurred as a result of: (1) Any payment of a Loan on a date other than the last day of the Interest Period for such Loan including, but not limited to, acceleration of the Loans by the Bank pursuant to Section 7.01; or (2) Any failure by the Borrower to borrow on the date for borrowing specified in the relevant notice under Section 2.02. Article III CONDITIONS PRECEDENT Section 3.01. Conditions Precedent to Initial Loan. The obligation of the Bank to make the initial Loan to the Borrower is subject to the conditions precedent that the Bank shall have received on or before the day of such Loan each of the following, in form and substance satisfactory to the Bank and its counsel: (1) Note. The Note duly executed by the Borrower; (2) Pledge Agreement. The Pledge Agreement duly executed by the Borrower; (3) Evidence of all corporate action by Alliance Semiconductor Corporation. Certified (as of the date of this Agreement) copies of all corporate action taken by Alliance, including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (4) Incumbency and signature certificate of Alliance Semiconductor Corporation. A certificate (dated as of the date of this Agreement) of the Secretary of Alliance certifying the names and true signatures of the officers of Alliance authorized to sign the Loan Documents to which it is a party and each other document to be delivered by the corporation pursuant to this Agreement; (5) Evidence of all corporate action by Alliance Semiconductor (S.A.) (Pty) Ltd Corporation. Certified (as of the date of this Agreement) copies of all corporate action taken by Alliance (S.A.), including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (6) Incumbency and signature certificate of Alliance Semiconductor (S.A.) (Pty) Ltd. A certificate (dated as of the date of this Agreement) of the Secretary or appropriate official of Alliance (S.A.) certifying the names and true signatures of the officers of the Alliance (S.A.) authorized to sign the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (7) Opinion of general counsel for Borrower. A favorable opinion of Bradley Perkins general counsel of the Borrower, addressed to the Bank as to such other matters as the Bank may reasonably request; (8) Opinion of Republic of China counsel for Borrower. A favorable opinion of Baker & McKenzie, Republic of China counsel to the Borrower, addressed to the Bank, to the effect that the Pledge Agreement is in proper form under applicable laws of the Taiwan, Republic of China and the provisions thereof are effective to create a valid first lien on and security interest in favor of the Bank in all of the collateral described therein, in form and substance satisfactory to the Bank; and (9) Opinion of South Africa counsel for Borrower. A favorable opinion of South African counsel of the Borrower, addressed to the Bank as to such other matters as the Bank may reasonably request. Section 3.02. Conditions Precedent to All Loans. The obligation of the Bank to make each Loan (including the initial Loan) shall be subject to the further conditions precedent that on the date of such Loan: (1) The following statements shall be true and the Bank shall have received a certificate signed by a duly authorized officer of Borrower dated the date of such Loan, stating that: (a) The representation and warranties contained in Article IV of this Agreement, and in Section 3 of the Pledge Agreement, are correct on and as of the date of such Loan as though made on and as of such date; and (b) No Default or Event of Default has occurred and is continuing, or would result from such loan; and (2) The Bank shall have received such other approvals, opinions, or documents as the Bank may reasonably request. Section 3.03. Conditions Precedent to the Second Loan. The pledge pursuant to the Pledge Agreement shall have been effected and be in full force and effect. Article IV REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Bank that: Section 4.01. Incorporation, Good Standing, and Due Qualification. Borrower is a corporation duly incorporated, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; has the corporate power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged in; and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required, except where the failure to do so would not have a material adverse effect on the Borrower. Section 4.02. Corporate Power and Authority. The execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action and does not and will not (1) require any consent or approval of its stockholders; (2) contravene its charter or bylaws; (3) to its knowledge, violate any provision of law, rule, regulation (including, without limitation, Regulations U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to it; (4) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which it is a party or by which it or its properties may be bound or affected; and (5) to its knowledge, cause it to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award or any such indenture, agreement, lease, or instrument. Section 4.03. Legally Enforceable Agreement. This agreement is, and each of the other Loan Documents when delivered under this Agreement will be, legal, valid, and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally. Section 4.04. Financial Statements. The consolidated and consolidating balance sheets of the Borrower as of March 31, 2001, and the related consolidated and consolidating statements of income and retained earnings of the Borrower for the fiscal year then ended, and the accompanying footnotes, together with the opinion thereon, dated April 25, 2001of their independent certified public accountants, and the interim consolidated and consolidating balance sheet of the Borrower as of June 30, 2001, and the related consolidated and consolidating statement of income and retained earnings for the three (3) month period then ended, copies of which have been furnished to the Bank, are complete and correct and fairly present the financial condition of the Borrower as at such dates and the results of the operations of the Borrower for the periods covered by such statements, all of accordance with GAAP consistently applied (subject to year-end adjustments in the case of the interim financial statements), and since such dates, there has been no material adverse change in the condition (financial or otherwise), business, or operations of the Borrower. To its knowledge there are no liabilities of the Borrower, fixed or contingent, which are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since the date thereof and liabilities which do not have a material adverse affect on the Borrower. No information, exhibit, or report furnished by the Borrower to the Bank in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statement contained therein not materially misleading. Section 4.05. Labor Disputes and Acts of God. Neither the business nor the properties of the Borrower or any Subsidiary are affected by any fire, explosion, accident, strike, lockout, or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casually (whether or not covered by insurance), materially and adversely affecting such business or properties or the operation of the Borrower or such Subsidiary. Section 4.06. Other Agreements. Neither the Borrower nor any Subsidiary is a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument or subject to any charter or corporate restriction which could have a material adverse effect on the business, properties, assets, operations, or conditions, financial or otherwise, of the Borrower or any Subsidiary, or the ability of the Borrower to carry out its obligations under the Loan Documents to which it is a party. Neither the Borrower nor any Subsidiary is in default in any respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument material to its business to which it is a party. Section 4.07. Litigation. To its knowledge, there is no pending or threatened action or proceeding against or affecting the Borrower or any of its Subsidiaries before any court, governmental agency, or arbitrator, which may, in any one case or in the aggregate, materially adversely affect the financial condition, operations, properties, or business of the Borrower or any Subsidiary or the ability of the Borrower to perform its obligation under the Loan Documents to which it is a party. Section 4.08. No Defaults on Outstanding Judgments or Orders. The Borrower and its Subsidiaries have satisfied all judgments, and, to their knowledge, neither the Borrower nor any Subsidiary is in default with respect to any judgment, writ, injunction, decree, rule, or regulation of any court, arbitrator, or federal, state, municipal, or other governmental authority, commission, board, bureau, agency, or instrumentally domestic or foreign. Section 4.09. Ownership and Liens. The Borrower and each Subsidiary have title to, or valid leasehold interests in, all of their properties and assets, real and personal, including the properties and assets and leasehold interest reflected in the financial statements referred to in Section 4.06. (other than any properties or assets disposed of in the ordinary course of business), and none of the properties and assets owned by the Borrower or any Subsidiary and none of their leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 of this Agreement. Section 4.10. Subsidiaries and Ownership of Stock. The Borrower has provided the Bank with a complete and accurate list of the Subsidiaries of the Borrower, showing the jurisdiction of organization of each and showing the percentage of the Borrower's ownership in each Subsidiary. All of the outstanding stock/interest of each such Subsidiary has been validly issued, is fully paid and nonassessable, and is owned by the Borrower free and clear of all Liens. Section 4.11. ERISA. To its knowledge, the Borrower and each Subsidiary are in compliance in all material respects with all applicable provisions of ERISA. To their knowledge: neither a Reportable Event nor a Prohibited Transaction has occurred and is continuing with respect to any Plan; no notice of intent to terminate a Plan has been filed nor has any Plan been terminated; no circumstances exist which constitute grounds entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan; nor has the PBGC instituted any such proceedings; neither the Borrower nor any Commonly Controlled Entity has completely or partially withdrawn from a Multiemployer Plan; the Borrower and each Commonly Controlled Entity have met their minimum funding requirements under ERISA with respect to all of their Plans and the present value of all vested benefits under each Plan does not exceed the fair market value of all Plan assets allocable to such benefits, as determined on the most recent valuation date of the Plan and in accordance with the provisions of ERISA; and neither the Borrower nor any Commonly Controlled Entity has incurred any liability to the PBGC under ERISA. Section 4.12. Operation of Business. To their knowledge, the Borrower and its Subsidiaries possess all licenses, permits, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, to conduct their respective businesses substantially as now conducted and as presently proposed to be conducted, and, to their knowledge, the Borrower and its Subsidiaries are not in violation of any valid rights of others with respect to any of the foregoing. Section 4.13. Taxes. The Borrower and each of its Subsidiaries have filed all tax returns (federal, state, and local) required to be filed, except those disputed in good faith, and have paid all taxes, assessments, and governmental charges and levies thereon to be due, including interest and penalties. Section 4.14. Debt. The Borrower has provided the Bank with a complete and correct list of all credit agreements, indentures, purchase agreements, guaranties, Capital Leases, and other investments, agreements, and arrangements presently in effect providing for or relating to extensions of credit (including agreements and arrangements for the issuance of letters of credit or for acceptance financing) in respect of which the Borrower or any Subsidiary is in any manner directly or contingently obligated; and the maximum principal or face amounts of the credit in question, outstanding or to be outstanding, are correctly stated, and all Liens of any nature given or agreed to be given as security therefor are correctly described or indicated in such list. Section 4.15. Environment. To their knowledge, the Borrower and each Subsidiary have duly compiled with, and their businesses, operations, assets, equipment, property, leaseholds or other facilities are in compliance with, the provisions of all federal, state and local environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder. Except where the failure to do so would not result in a material adverse effect to the Borrower or any Subsidiary, the Borrower and each Subsidiary have been issued and will maintain all required federal, state, and local permits, licenses, certificates and approvals relating to (1) air emissions; (2) discharges to surface water or groundwater; (3) noise emissions; (4) solid or liquid waste disposal; (5) the use, generation, storage, transportation, or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to include any and all such materials listed in any federal, state, or local law, code or ordinance and all rules and regulations promulgated thereunder as hazardous or potentially hazardous); or (6) other environmental, health, or safety matters. Neither the Borrower nor any Subsidiary has received notice of, or knows of facts which might constitute any violations of any federal, state, or local environmental, health, or safety laws, codes or ordinances and any rules or regulations promulgated thereunder with respect to its businesses, operations, assets, equipment, property, leaseholds, or other facilities. Except in accordance with a valid governmental permit, license, certificate or approval, to Borrower's knowledge there has been no emission, spill, release, or discharge into or upon (1) the air; (2) soils, or any improvements located thereon; (3) surface water or groundwater; or (4) the sewer, septic system or waste treatment, storage or disposal system servicing the premises of any toxic or hazardous substances or wastes at or from the premises; and accordingly, to their knowledge, the premises of Borrower and its Subsidiaries are free of all such toxic or hazardous substances or wastes. To Borrower's knowledge, there has been no complaint, order, directive, claim, citation, or notice by any governmental authority or any person or entity with respect to (1) air emissions; (2) spills, releases, or discharges to soils or improvements located thereon, surface water, groundwater or the sewer, septic system or waste treatment, storage or disposal systems servicing the premises; (3) noise emissions; (4) solid or liquid waste disposal; (5) the use, generation, storage, transportation, or disposal of toxic or hazardous substances or waste; or (6) other environmental, health, or safety matters affecting the Borrower or its business, operations, assets, equipment, property, leaseholds, or other facilities. Neither the Borrower nor its Subsidiaries have any material indebtedness, obligation or liability, absolute or contingent, matured or not matured, with respect to the storage, treatment, cleanup, or disposal of any solid wastes, hazardous wastes, or other toxic or hazardous substances (including without limitation any such indebtedness, obligation, or liability with respect to any current regulation, law, or statute regarding such storage, treatment, cleanup, or disposal). Article V AFFIRMATIVE COVENANTS So long as the Note shall remain unpaid or the Bank shall have any Commitment under this Agreement, the Borrower will: Section 5.01. Maintenance of Existence. Preserve and maintain, and cause each Subsidiary to preserve and maintain, its existence and good standing in the jurisdiction of its formation, and quality and remain qualified, and cause each Subsidiary to qualify, as a foreign organization in each jurisdiction in which such qualification is required, except where the failure to do so would not have a material adverse effect. Section 5.02. Maintenance of Records. Keep, and cause each Subsidiary to keep, adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Borrower and its Subsidiaries. Section 5.03. Maintenance and Properties. Maintain, keep, and preserve, and cause each Subsidiary to maintain, keep, and preserve, all of its properties (tangible and intangible) necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted. Section 5.04. Conduct of Business. Continue, and cause each Subsidiary to continue, to engage in the same general business manner as conducted by it on the date of this Agreement. Section 5.05. Maintenance of Insurance. Maintain, and cause each Subsidiary to maintain, insurance with financially sound and reputable insurance companies or associations in such amounts and covering such risks as are usually carried by companies engaged in the same or a similar business and similarly situated, which insurance may provide for reasonable deductibility from coverage thereof. Section 5.06. Compliance With Laws. Comply, and cause each Subsidiary to comply, in all material respects with all applicable laws, rules, regulations, and orders, such compliance to include, without limitations, paying before the same become delinquent all taxes, assessments, and governmental charges imposed upon it or upon its property, except those contested in good faith. Section 5.07. Right of Inspection. At any reasonable time and from time to time, permit the Bank or any agent or representative thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any Subsidiary, and to discuss the affairs, finances, and accounts of the Borrower and any Subsidiary with any of their respective officers and directors and the Borrower's independent accountants. Section 5.08. Reporting Requirements. Furnish to the Bank: (1) Quarterly financial statements. As soon as available and in any event on or prior to the deadlines imposed by the Securities and Exchange Commission for the timely filing of quarterly financial statements (including applicable extensions), consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such quarter, consolidated and consolidating statements of income and retained earnings of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, and consolidated and consolidating statements of changes in financial position of the Borrower and its Subsidiaries for the portion of the fiscal year ended with the last day of such quarter, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the previous fiscal year and all prepared in accordance with GAAP consistently applied; (2) Audited annual financial statements. As soon as available and in any event on or prior to the deadlines imposed by the Securities and Exchange Commission for the timely filing of annual financial statements (including applicable extensions), consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year, and consolidated and consolidating statements of income and retained earnings of the Borrower and its Subsidiaries for such fiscal year, and consolidated and consolidating statements of changes in financial position of the Borrower and its Subsidiaries for such fiscal year, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the prior fiscal year and all prepared in accordance with GAAP consistently applied and as to the consolidated statements audited and accompanied by an opinion thereon acceptable to the Bank by independent accountants selected by the Borrower and acceptable to the Bank; (3) Management letters. Promptly upon receipt thereof, copies of any reports submitted to the Borrower or any Subsidiary by independent certified public accountants in connection with examination of the financial statements of the Borrower or any Subsidiary made by such accountants; (4) Certificate of no Default. Within forty five (45) days after the end of each of the quarters of each fiscal year of the Borrower, a certificate of the chief financial officer of the Borrower (a) certifying that to the best of his knowledge no Default or Event of Default has occurred and is continuing, or if a Default or Event or Default has occurred and is continuing, a statement a to the nature thereof and the action which is proposed to be taken with respect thereto; and (b) with computations demonstrating compliance with the covenant contained in Section 5.10; (5) Notice of litigation. Promptly after the commencement thereof, notice of all actions, suits, and proceedings before any court or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, affecting the Borrower or any Subsidiary which, if determined adversely to the Borrower or such Subsidiary, could have a material adverse effect on the financial condition, properties, or operations of the Borrower or such Subsidiary; (6) Notice of Defaults and Events of Default. As soon as possible and in any event within three (3) days after the occurrence of each Default or Event of Default, a written notice setting forth the details of such Default or Event of Default and the action which is proposed to be taken by the Borrower with respect thereto; (7) ERISA reports. As soon as possible, and in any event within thirty (30) days after the Borrower knows that any circumstances exist that constitute grounds entitling the PBGC to institute proceedings to terminate a Plan subject to ERISA with respect to the Borrower or any Commonly Controlled Entity, and promptly but in any event within two (2) Business Days of receipt by the borrower or any Commonly Controlled Entity of notice that the PBGC intends to terminate a Plan or appoint a trustee to administer the same, and promptly but in any event within five (5) Business Days of the receipt of notice concerning the imposition of withdrawal liability with respect to the Borrower or any Commonly Controlled Entity, the Borrower will deliver to the Bank a certificate of the chief financial officer of the Borrower setting forth all relevant details and the action which the Borrower proposes to take with respect thereto; (8) Reports to other creditors. Promptly after the furnishing thereof, copies of any statement or report furnished to any party pursuant to the terms of any indenture, loan, credit, or similar agreement and not otherwise required to be furnished to the Bank pursuant to any other clause of this Section 5.08; (9) Proxy statements, etc. Promptly after the sending or filing thereof, copies of all proxy statements, financial statements, and reports which the Borrower or any Subsidiary send to its stockholders, and copies of all regular, periodic, and special reports, and all registration statements which the Borrower or any Subsidiary files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; and (10) General Information. Such other information respecting the condition or operations, financial or otherwise, of the Borrower or any Subsidiary as the Bank may from time to time reasonably request. Section 5.09. Environment. Be and remain, and cause each Subsidiary to be and remain, in compliance with the provisions of all federal, state and local environmental, health and safety laws, codes and ordinances, and all rules and regulations issued thereunder, except where the failure to do so would not have a material adverse effect; notify the Bank immediately of any notice of a hazardous discharge or environmental complaint received from any governmental agency or any other party; notify the Bank immediately of any hazardous discharge from of affecting its premises; immediately contain and remove the same, in compliance with all applicable laws; promptly pay any fine or penalty assessed in connection therewith; permit the Bank to inspect the premises, to conduct tests thereon, and to inspect all books, correspondence and records pertaining thereto; and at the Bank's request, and at the Borrower's expense, provide a report of a qualified environmental engineer, satisfactory in scope, form, and content to the Bank, and such other and further assurances reasonably satisfactory to the Bank that the condition has been corrected. Section 5.10. Current Ratio. The Borrower will maintain at all times a ratio of current assets to current liabilities of not less than one to one. Article VI NEGATIVE COVENANTS So long as the Note shall remain unpaid or the Bank shall have any commitment under this Agreement, the Borrower will not: Wind up, liquidate or dissolve itself, reorganize, merge or consolidate with or into, or convey, sell, assign, transfer, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or acquire all or substantially all of the assets or the business of any Person, or permit any Subsidiary to do so, except that (1) any Subsidiary may merge it or transfer assets to the Borrower and (2) any Subsidiary may merge into or consolidate with or transfer assets to any other Subsidiary. Article VII EVENTS OF DEFAULT Section 7.01. Events of Default. If any of the following events shall occur: (1) The Borrower shall fail to pay the principal of, or interest on, the Note, or any amount of a commitment or other fee, as and when due and payable; (2) Any representation or warranty made or deemed made by the Borrower in this Agreement or the Pledge Agreement or which is contained in any certificate, document, opinion, or financial or other statement furnished at any time under or in connection with any Loan Document shall prove to have been incorrect, incomplete, or misleading in any material respect on or as of the date made or deemed made; (3) The Borrower shall fail to perform or observe any term, covenant, or agreement contained in Articles V, or VI, hereof; (4) The Borrower or any of its Subsidiaries shall (a) fail to pay any indebtedness for borrowed money (other than the Note) of Borrower or such Subsidiary, as the case may be, or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise); or (b) fail to perform or observe any term, covenant, or condition on its part to be performed or observed under any agreement or instrument relating to any such indebtedness, when required to be performed or observed, if the effect of such failure to perform or observe is to accelerate, or to permit the acceleration of after the giving of notice or passage of time, or both, the maturity of such indebtedness, whether or not such failure to perform or observe shall be waived by the holder of such indebtedness, or any such indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; (5) The Borrower or any of its Subsidiaries (a) shall admit in writing its inability to pay its debts become due; or (b) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or (c) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (d) shall have had any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, and which remains undismissed for a period of sixty (60) days or more; or (e) shall take any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or any substantial part of its properties; or (f) shall suffer any such custodianship, receivership, or trusteeship to continue undischarged for a period of sixty (60) days or more; (6) One or more judgments, decrees, or orders for the payment of money in excess of One Million Dollars ($1,00,000.00), not including any sum that Borrower reasonably expects to be paid by one or more insurance policies of Borrower, shall be rendered against the Borrower or any of its Subsidiaries, and such judgments, decrees, or orders shall continue unsatisfied and in effect for a period of thirty (30) consecutive days without being vacated, discharged, satisfied, or stayed or bonded pending appeal; (7) The Pledge Agreement shall at any time after its execution and delivery and for any reason cease (a) to create a valid and perfected first priority security interest in and to the property purported to be subject to such Pledge Agreement; or (b) to be in full force and effect or shall be declared null and void, or the validity or enforceability thereof shall be contested by the Borrower, or the Borrower shall deny it has further liability or obligation under the Pledge Agreement, or the Borrower shall fail to perform any of its obligation under the Pledge Agreement, or the Borrower shall fail to perform any of its obligations under the Pledge Agreement; (8) Any of the following events shall occur or exist with respect to the Borrower and any Commonly Controlled Entity under ERISA; any Reportable Event shall occur; complete or partial withdrawal from any Multiemployer Plan shall take place; any Prohibited Transaction shall occur; a notice of intent to terminate a Plan shall be filed, or a Plan shall be terminated; the PBGC shall institute a proceeding to terminate a Plan; and in each case above, such event or condition, together with all other events or conditions, if any, could subject the Borrower to any tax, penalty, or other liability which in the aggregate may exceed One Million Dollars ($1,000,000.00); or (9) If any federal, state or local agency asserts or creates a Lien upon any or all of the assets, equipment, property, leaseholds or other facilities of the Borrower by reason of the occurrence of a hazardous discharge or an environmental complaint; or if any federal, state or local agency files a claim against the Borrower and/or its assets, equipment, property, leaseholds or other facilities for damages or cleanup costs relating to a hazardous discharge or an environmental complaint; provided, however, that such claim shall not constitute a default of, within (5) Business Days of the occurrence giving rise to the claim, (a) the Borrower can prove to the Bank's reasonable satisfaction that the Borrower has commenced and is diligently pursuing either; (i) a cure or correction of the event which constitutes the basis for the claim, and continues diligently to pursue such cure or correction to completion or (ii) proceedings for an injunction, a restraining order or other appropriate emergent relief preventing such agency or agencies from asserting such claim, which relief is granted within ten (10) Business Days of the occurrence giving rise to the claim and the injunction, order or emergent relief is not thereafter resolved or reversed on appeal; and (b) in either of the foregoing events, the Borrower has posted a bond, letter of credit or other security satisfactory in form, substance and amount to both the Bank and the agency or entity asserting the claim to secure the proper and complete cure or correction of the event which constitutes the basis for the claim; then, and in any such event, after providing written notice to the Borrower and a period of thirty (30) days have elapsed from the date of such notice with regards to Section 7.01 (2), (3) , (8) or (9) without a proper cure of such event to the Bank's reasonable satisfaction, the Bank may, (1) declare its obligation to make Loans to be terminated, whereupon the same shall forthwith terminate; and (2) declare the Note, all interest thereon, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Note, all such interest, and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the lapse of the cure period, if applicable, specified above or upon the occurrence and during the continuance of any Event of Default the Bank is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or the Note or any other Loan Document, irrespective of whether or not the Bank shall have made any demand under this Agreement or the Note or such other Loan Document and although such obligations may be unmatured, the Bank agrees promptly to notify the Borrower after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Bank under this Section 7.01 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Bank may have, then, and in any such event, the Bank may, by notice to the Borrower, (1) declare its obligation to make Loans to be terminated, whereupon the same shall forthwith terminate; and (2) declare the Note, all interest thereon, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Note, all such interest, and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default the Bank is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or the Note or any other Loan Document, irrespective of whether or not the Bank shall have made any demand under this Agreement or the Note or such other Loan Document and although such obligations may be unmatured, the Bank agrees promptly to notify the Borrower after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Bank under this Section 7.01 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Bank may have. Article VIII MISCELLANEOUS Section 8.01. Amendments, Etc. No amendment, modification, termination, or waiver of any provision of any Loan Document to which the Borrower is a party, nor consent to any departure by the Borrower from any Loan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 8.02. Notices, Etc. All notices and other communications provided for under this Agreement and under the other Loan Documents to which the Borrower is a party shall be in writing (including telegraphic, telex and facsimile transmissions) and mailed or transmitted or delivered, if to the Borrower, at its address at 2575 Augustine Drive, Santa Clara, CA 95054, Attention: Mr. David Satterfield; and it to the Bank, at its address at 366 Madison Avenue, 3rd Floor, New York, NY 10017, Attention: Mr. Kenneth Foo; or, as to each party, at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this section 8.02. Except as is otherwise provided in this Agreement, all such notices and communications shall be effective when deposited in the mails or delivered to the telegraph company, or sent, answerback received, respectively, addressed as aforesaid, except that notices to the Bank pursuant to the provisions of Article II shall not be effective until received by the Bank. Section 8.03. No Waiver. No failure or delay on the part of the Bank in exercising any right, power, or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. The rights and remedies provided herein are cumulative and are not exclusive of any other rights, powers, privileges, or remedies, now or hereafter existing, at law or in equity or otherwise. Section 8.04. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights under any Loan Document to which the Borrower is a party without the prior written consent of the Bank. Section 8.05. Costs, Expenses, and Taxes. The Borrower agrees to pay on demand all reasonable costs and expenses incurred by the Bank in connection with the preparation, execution, delivery, filing, and administration of the Loan Documents, and of any amendment, modification, or supplement to the Loan Documents, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Bank, incurred in connection with advising the Bank as to its rights and responsibilities hereunder. The non-prevailing party agrees to pay all such reasonable costs and expenses, including court costs, incurred in connection with enforcement of the Loan Documents, or any amendment, modification, or supplement thereto, whether by negotiation, legal proceedings, or otherwise. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, and recording of any of the Loan Documents and the other documents to be delivered under any such Loan Documents, and agrees to hold the Bank harmless from and against any and all reasonable liabilities with respect from any delay in paying or omission to pay such taxes and fees. This provision shall survive termination of this Agreement. Section 8.06. Integration. This Agreement and the Loan Documents contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statements and prior writings with respect thereto. Section 8.07. Indemnity. The Borrower hereby agrees to defend, indemnify, and hold the Bank harmless from and against any and all claims, damages, judgments, penalties, costs and expenses (including attorney fees and court costs now of hereafter arising from the aforesaid enforcement of this clause) arising directly or indirectly from the activities of the Borrower and its Subsidiaries, its predecessors in interest, or third parties with whom it has a contractual relationship, or arising directly or indirectly from the violation of any environmental protection, health, or safety law, whether such claims are asserted by any governmental agency or any other Person. This indemnity shall survive termination of this Agreement. Section 8.08. Governing Law. This Agreement and the Note shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the conflict of law rules. Section 8.09. Severability of Provisions. Any provision of any Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction. Section 8.10. Headings. Article and Section headings in the Loan Documents are included in such Loan Documents for the convenience of reference only and shall not constitute a part of the applicable Loan Documents for any other purpose. Section 8.11. WAIVER OF JURY TRIAL. THE BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM OR RELATING TO ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT; AND NOT BEFORE A JURY. Section 8.12. SUBMISSION TO JURISDICTION. (1) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN SECTION 8.02, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION. (2) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (1) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Section 8.13 Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. Alliance Semiconductor Corporation By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: President and CEO Alliance Semiconductor (S.A.) (Pty) Ltd By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: Director Chinatrust Commercial Bank, Ltd., New York Branch By: /s/ John Teng ----------------------------------- Name: John Teng Title: Executive Vice President and General Manager Exhibit A NOTE $30,000,000.00 November 15, 2001 FOR VALUE RECEIVED, the undersigned, ALLIANCE SEMICONDUCTOR CORPORATION, a Delaware corporation, ALLIANCE SEMICONDUCTOR (S.A.) (PTY) LTD, a South African corporation (collectively the "Borrower") HEREBY PROMISE TO PAY to the order of CHINATRUST COMMERCIAL BANK, LTD., New York Branch (the "Bank") at its New York Office located at 366 Madison Avenue, 3rd Floor, New York, New York 10017 for the account of the Bank, in lawful money of the United States and in immediately available funds, the principal amount of Thirty Million Dollars ($30,000,000.00) or the aggregate unpaid principal amount of all Loans made to the Borrower by the Bank pursuant to the Credit Agreement and outstanding on the Termination Date, whichever is less, in full along with any interest and other moneys due under this Note, and to pay interest from the date of this Note, in like money, at said office for the account of the Bank, at the time and at a rate per annum as provided in the Credit Agreement. The Borrower hereby authorizes the Bank to endorse on the Schedule annexed to this Note or to keep separate records of all Loans made to the Borrower and all payments of principal amounts in respect of such Loans, which endorsements or records shall, in the absence of manifest error, be conclusive as to the outstanding principal amount of all Loans; provided, however, that the failure to make such notation with respect to any Loan or payment shall not limit or otherwise affect the obligations of the Borrower under the Credit Agreement or this Note. This Note is the Note referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of November 15, 2001, between the Borrower and the Bank (the "Credit Agreement"). Terms used herein which are defined in the Credit Agreement shall have their defined meanings when used herein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity of this Note upon the terms and conditions specified in the Credit Agreement. This Note is secured by a Pledge Agreement referred to in the Credit Agreement, reference to which is hereby made for a description of the collateral provided for under the Pledge Agreement and the rights of the Borrower and the Bank in respect to such collateral. This Note shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the conflict of law rules. Alliance Semiconductor Corporation By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: President and CEO Alliance Semiconductor (S.A.) (Pty) Ltd By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: Director

EX-10.47 MATERIAL CO 4 ex1047.txt PLEDGE AGREEMENT WITH CHINATRUST PLEDGE AGREEMENT THIS AGREEMENT is made as of the 15th day of November 2001 by and between ALLIANCE SEMICONDUCTOR CORPORATION (the "Corporation"), a Delaware corporation, ALLIANCE SEMICONDUCTOR (S.A.) (PTY) LTD (the "LLC"), a South African corporation (collectively referred to as the "Borrower") both with offices at 2575 Augustine Drive, Santa Clara, CA 95054, and CHINATRUST COMMERCIAL BANK, a bank incorporated under the laws of the Republic of China, licensed to operate the banking business and having its principal place of business at 3 Sung Shou Road, Taipei, Taiwan, R.O.C. ("Bank"). WITNESSETH: WHEREAS, the Borrower and the Bank (acting by and through its New York branch) have entered into a Credit Agreement dated November 15, 2001 pursuant to which the Borrower has agreed to extend a loan in the aggregate principal amount of Thirty Million United States Dollars (US$30,000,000) (the "Credit Agreement") to the Borrower on the condition, among other things, that the Borrower shall provide to the Bank and create a pledge of unrestricted common shares of United Microelectronics Corp. ("UMC") owned by the Borrower (the "Collateral") as hereinafter specified. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa): "Collateral Value" means total value of the Collateral calculated based on the daily closing price per share of Collateral as quoted on the Taiwan Stock Exchange, converted into United States Dollars at the Spot Rate. "Secured Obligations" means any and all liabilities and obligations of the Borrower under the Credit Agreement, including, without limitation, the principal, interest, commissions, charges, fees and expenses payable under the Credit Agreement. "Spot Rate" means the amount of New Taiwan Dollars that may be purchased with one United States Dollar, as reported in The Asian Wall Street Journal for the date of such determination. "Taiwan Business Day" means any day that is a trading day of the Taiwan Stock Exchange. "TSCDC" means Taiwan Securities Central Depositary Corporation. "UMC" means United Microelectronics Corp., a corporation duly organized and validly existing under the laws of the Republic of China and having its principal place of business at 300 No.3, Li-hsin RD. II, Science-Based Industrial Park, Hsinchu, Taiwan, R.O C. 2. Pledge. (a) To secure the due payment to the Bank of all amounts which may now or hereafter from time to time be owing by Borrower to Bank, the Secured Obligations and to induce Bank to extend credit to Borrower under the Agreement or otherwise, for valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Borrower hereby pledges, assigns and transfers to Bank, and grants to Bank a continuing security interest in and to, all of the Collateral, together with any other property delivered to Bank hereunder and all additions thereto and substitutions therefor and all cash proceeds thereof. (b) The Borrower will, on the date hereof, create and register a pledge over the Collateral through the book-entry system of TSCDC in favor of the Bank in accordance with the book-entry rules of TSCDC. It is hereby agreed by the parties hereto that the book entry regarding the pledge as contemplated hereby made by TSCDC as aforesaid shall replace the endorsement and delivery of physical share certificates evidencing the Collateral. (c) From time to time, the Borrower shall do such things and execute such documents, at its cost and expense, as the Bank may request to effectuate and maintain a valid first priority pledge and security interest in the Collateral, including, without limitation, notifying and registering the same with UMC. (d) Pursuant to this Agreement the Borrower is hereby pledging the Collateral which is required to have a Collateral Value of at least two hundred fifty percent (250%) of the Commitment (as defined in the Credit Agreement) as of the time each loan is made to Borrower by the Bank pursuant to the Credit Agreement. In the event the Bank determines and notifies the Borrower that the Collateral Value at any time has fallen to two hundred percent (200%) or less of the then total outstanding and unpaid principal amount of the loans extended under the Credit Agreement (the "Outstanding Amount"), as calculated and determined by the Bank, the Borrower shall, within three (3) Taiwan Business Days following the date on which the Bank so notifies the Borrower, provide additional shares of UMC owned by the Borrower to make up the shortage so that the Collateral Value shall again be at least two hundred fifty percent (250%) of the Outstanding Amount. If additional shares of UMC are pledged, the Borrower shall create and register the pledge over the additional shares in accordance with the terms of this Agreement by delivery of such shares to TSCDC and the creation and pledge of the additional shares through the book-entry system of TSCDC, or other mutually agreeable method of pledging. (e) As an alternative to pledging additional shares of UMC, the Borrower may partially prepay the Outstanding Amount, subject to the terms of the Credit Agreement, so as to reduce said amount to a level at which the Collateral Value is again at least two hundred fifty percent (250%) of the Outstanding Amount. (f) In the event the Collateral Value falls to or below one hundred eighty percent (180%) of the Outstanding Amount (including the three (3) day period provided for in Section 2(d) of this Agreement), as calculated and determined by the Bank, the Bank may without notice to the Borrower dispose of the Collateral to the extent necessary to restore the Collateral Value to at least two hundred fifty percent (250%) of the Outstanding Amount. (g) In the event the Borrower fails to provide additional shares of UMC to restore the Collateral Value to at least two hundred fifty percent (250%) of the Outstanding Amount or partially prepay the Outstanding Amount so that the Collateral Value is again at least two hundred fifty percent (250%) of the Outstanding Amount, the Bank shall have the rights set forth in Section 2(f) of this Agreement. (h) In the event that the Bank sells the collateral (whether pursuant to its rights under this Agreement or at the election of the Borrower to prepay or repay the loans) the Bank shall not be deemed to have received the net funds (that is, after payment of any transaction costs, taxes and other fees) until it receives the funds at its New York Office (as defined in the Credit Agreement) in United States dollars. The Bank shall not be responsible for any change in the Spot Rate nor the time required to have the remittance from the Republic of China to the United States approved by the Central Bank of China, however, the Bank will use reasonable efforts to promptly obtain the approval of the Central Bank of China. 3. Representations and Warranties. The Borrower hereby represents and warrants as follows: (a) The Borrower legally and beneficially owns the Collateral free and clear of any lien, charge or encumbrance of any kind, other than the pledge created under this Agreement. (b) The execution, delivery and performance of this Agreement and the pledge of the Collateral hereunder by the Borrower will not, to its knowledge, contravene or violate any law, regulation, organizational documents of the Borrower or any agreement to which it is a party or to which its property may be subject. (c) The pledge created hereunder constitutes a valid and perfected first priority security interest over the Collateral, legally binding and enforceable against the Borrower. (d) To its knowledge, all governmental and other consents that are required to have been obtained by the Borrower with respect to this Agreement and the grant of the pledge and security interest have been obtained and are in full force and effect and all conditions of any such consent have been complied with. (e) Borrower agrees to reimburse Bank, on demand, for any reasonable amounts paid or advanced by Bank for the purpose of preserving the Collateral for any part thereof and/or any liabilities or expenses incurred by Bank as the transferee or holder of the Collateral. 4. Covenants. (a) The Borrower agrees that without the Bank's prior written consent, it shall not: (i) sell, transfer, assign or otherwise dispose of or purport to sell, transfer, assign or otherwise dispose of any of the Collateral; or (ii) create or suffer to exist any mortgage, pledge, charge, lien or other security interest over any of the Collateral. (b) Bank shall be under no duty to: (i) collect or protect the Collateral or any proceeds thereof or give any notice with respect thereto, except as provided in Section 2(d); (ii) preserve the rights if any of Borrower with respect to the Collateral against prior parties; (iii) preserve rights against any parties to any instrument or document which may be part of the Collateral; (iv) sell or otherwise realize the value of the Collateral; or (v) seek payment from any particular source. Without limiting the generality of the foregoing, Bank shall not be obligated to take any action in connection with any conversion, call, redemption, retirement or any other event relating to any of the Collateral. 5. Dividends and Profits. Profits, dividends and other distributions of income or capital in respect of the Collateral distributed in stock of UMC shall be distributed to Borrower provided that at such time the Collateral Value is equal to at least two hundred fifty percent (250%) of the Outstanding Amount. In the event the Collateral Value is not at least two hundred fifty percent (250%) of the Outstanding Amount, the profits, dividends and other distributions of income or capital in respect of the Collateral distributed in the form of shares of stock by UMC shall become part of the Collateral, and the Borrower shall immediately create and register such pledge over such additional shares of UMC through the book-entry system of TSCDC, or other mutually agreeable method of pledging, such additional shares shall thereafter be deemed Collateral. 6. Rights and Remedies - Default. Upon the occurrence of a Default (as such term is defined in the Credit Agreement) or if the Borrower breaches any of the provisions of this Agreement the Bank shall have all the rights and remedies enumerated herein; that is the Bank shall immediately be entitled to enforce the pledge under this Agreement and shall be entitled to sell, realize or dispose of all or any of the Collateral in such manner and for such consideration as permitted by law. 7. Continuing Security. Notwithstanding any intermediate prepayment or satisfaction of the whole or any part of the loans made by the Bank to the Borrower, the pledge created hereunder shall be a continuing security for the discharge of the Secured Obligations of the Borrower to the Bank and shall also cover all sums of money or obligations which shall from time to time be due to the Bank from the Borrower under the Credit Agreement. 8. Release of Security. Upon the payment in full of the Borrower's Secured Obligations under the Credit Agreement in accordance with the terms and conditions thereof, the Bank shall, at the cost and expense of the Borrower, release the Collateral to the Borrower and agrees to promptly execute and deliver all such documents as are necessary to effect such release. 9. Amendments. This Agreement may be amended only by an instrument in writing which is signed by the Bank and Borrower. 10. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of China. 11. Submission to Jurisdiction. (a) BORROWER HEREBY IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDINGS AGAINST BORROWER OR ANY OF ITS PROPERTY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS PLEDGE AGREEMENT MAY BE BROUGHT IN THE TAIPEI DISTRICT COURT, AS BANK MAY ELECT, AND BY EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT, BORROWER HEREBY SUBMITS TO AND ACCEPTS WITH REGARD TO ANY SUCH ACTION OR PROCEEDING, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURT. (b) BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT IN THE TAIPEI DISTRICT COURT AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT SUCH VENUE IS NOT A CONVENIENT FORUM FOR ANY SUCH SUIT, ACTION OR PROCEEDING. 12. Waiver. The failure or delay of Bank to require performance by Borrower of any provision of this Pledge Agreement or any document, instrument or agreement executed with this Pledge Agreement, or the failure of Bank to exercise any right, power or privilege shall not affect its right to require performance of such provision unless and until such performance has been waived by Bank in writing. Each and every right granted to Bank hereunder or any other document or instrument delivered hereunder or in connection herewith shall be cumulative and may be exercised from time to time. 13. Notices. (a) Any notice hereunder shall be in writing and shall be delivered or transmitted pursuant to Section 8.02 of the Credit Agreement.. (b) In additional to notice pursuant to Section 13(a) the Bank shall give notice to ____________________ ______________________, who it hereby designates as its agent for such notice in Taiwan, Republic of China, at - ------------------------------------------------------------------------ by a notice registered and delivered by the Republic of China post office. 14. Severability. If any term contained in this Agreement shall be held by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect under any applicable law, the remaining terms hereof shall not in any way be affected or impaired. 15. Binding Agreement; Assignment. This Pledge Agreement shall be binding upon Borrower, and Borrower's successors and assigns. Borrower shall not assign or transfer any of its respective obligations hereunder without the prior written consent of Bank. Bank may at any time assign or transfer its interest herein and the transferee shall thereupon become vested with all of the rights and powers given to Bank herein. Any attempted assignment by Borrower in contravention of this Agreement shall be void and of no effect whatsoever. 16. Further Assurances. Upon request by Bank and at Borrower's sole expense, Borrower shall correct any defect or error that may be discovered in this Agreement or any other document, instrument or agreement contemplated herein or in the execution, acknowledgment or recording thereof. Upon request by Bank, Borrower shall also promptly execute, acknowledge, deliver, record, file and register any and do all such further acts, with respect to this Agreement or any other document, instrument or agreement contemplated herein and all continuations thereof, notices of assignment, transfers, certificates, assurances and other installments as Bank may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other document, instrument or agreement contemplated herein, (ii) to subject to valid and enforceable liens and security interests free and clear of all defects and encumbrances any of the collateral covered or now or hereafter intended to be covered by this Agreement or any other documents instrument or agreement contemplated herein, (iii) to perfect and maintain the validity, effectiveness and priority of this Agreement or any other document contemplated herein and any liens and security interest intended to be created thereby, and (iv) to better assure, assign, transfer, preserve, protect and confirm unto Bank the rights granted or now or hereafter intended to be granted to Bank under this Agreement or any document, instrument or agreement contemplated herein. 17. English Language. (a) This Agreement is made in English only. (b) No translation of this Agreement into Chinese or any other language shall be of any force or effect and shall be for convenience only. IN WITNESS WHEREOF, the parties hereto have executed this Pledge Agreement as of the date first above written. Alliance Semiconductor Corporation By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: President and CEO Alliance Semiconductor (S.A.) (Pty) Ltd By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: Director Chinatrust Commercial Bank, Ltd., New York Branch By: /s/ John Teng ----------------------------------- Name: John Teng Title: Executive Vice President and General Manager EX-10.48 MATERIAL CO 5 ex1048.txt AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 21, 2002 between ALLIANCE SEMICONDUCTOR CORPORATION ("Alliance"), a Delaware corporation, ALLIANCE SEMICONDUCTOR (S.A.) (PTY) LTD ("Alliance (S.A.)"), a South African corporation (collectively referred to as the "Borrower") and CHINATRUST COMMERCIAL BANK, LTD., New York Branch (the "Bank"). WHEREAS, the parties hereto have previously entered into the Credit Agreement dated as of November 15, 2001; and WHEREAS, the Borrower has requested that the Credit Agreement be amended to provide an additional loan facility; and WHEREAS, the Bank is willing to agree to such amendment on the terms and conditions hereinafter set forth; and WHEREAS, the parties have agreed to both amend and restate their agreement in this agreement; NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: Article I DEFINITIONS AND ACCOUNTING TERMS Section 1.01. Defined Terms. As used in this Agreement, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa): "Additional Note" means the promissory note described in Section 2.05 hereof. "Affiliate" means any Person (1) which directly or indirectly controls, or is controlled by, or is under common control with the Borrower or a Subsidiary; (2) which directly or indirectly beneficially owns or holds ten percent (10%) or more of any class of voting stock of the Borrower or any Subsidiary; or (3) ten percent (10%) or more of the voting stock of which is directly or indirectly beneficially owned or held by the Borrower or a Subsidiary. The term "control" means the possession, directly or indirectly, or the power to direct or cause the direction of the management and policies of a Person, whether through the ownership or voting securities, by contract, or otherwise. Notwithstanding the foregoing, Affiliate shall not include any company in which the Alliance Venture funds have invested. "Agreement" means this Amended and Restated Credit Agreement, as amended, supplemented, or modified from time to time. "Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required to close under the laws of the State of New York and, if the applicable day relates to LIBOR, LIBOR Interest Period, or notice with respect to LIBOR, a day on which dealings in Dollar deposits are also carried on in the London interbank market and banks are open for business in London, England. "Capital Lease" means all leases which have been or should be capitalized on the books of the lessee in accordance with GAAP. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and published interpretations thereof. "Collateral" means all property which is subject or is to be subject to the Lien granted by the Pledge Agreement. "Commitment" means the Bank's obligation to make Loans to the Borrower up to and including the sum of Forty Six Million Dollars ($46,000,000.00) pursuant to the terms of this Agreement. "Commonly Controlled Entity" means an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 414(b) or 414(c) of the Code. "Debt" means (1) indebtedness or liability for borrowed money; (2) obligations evidenced by bonds, debentures, notes, or other similar instruments; (3) obligations for the deferred purchase price of property or services (including trade obligations); (4) obligations as lessee under Capital Leases; (5) current liabilities in respect of unfunded vested benefits under Plans covered by ERISA; (6) obligations under letters of credit; (7) obligations under acceptance facilities; (8) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or entity, or otherwise to assure a creditor against loss; and (9) obligations secured by any Liens, whether or not the obligations have been assumed. "Default" means any of the events specified in Section 7.01, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied. "Dollars" and the sign "$" mean lawful money of the United States of America. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and published interpretations thereof. "Escrow Agreement" means the escrow agreement as defined in Section 2.01. "Eurocurrency Reserve Requirement" means, for the Loans, for any Interest Period therefor, the daily average of the stated maximum rate (expressed as a decimal) at which reserves (including any marginal, supplemental, or emergency reserves) are required to be maintained during such Interest Period under Regulation D by the Bank against "Eurocurrency Liabilities" (as such terms is used in Regulation D) but without benefit or credit of proration, exemptions, or offsets that might otherwise be available to the Bank from time to time under Regulation D. Without limiting the effect of the foregoing, the Eurocurrency Reserve Requirement shall reflect any other reserves required to be maintained by the Bank against (1) any category of liabilities that includes deposits by reference to which the LIBOR Interest Rate for such Loans are to be determined; or (2) any category of extension of credit or other assets that include such Loans. "Event of Default" means any of the events specified in Section 7.01, provided that any requirement for the giving notice, the lapse of time, or both, or any other condition, has been satisfied. "GAAP" means generally accepted accounting principles in the United States. "Interest Period" means the period commencing on the date such loan is made and ending, as the Borrower may select, pursuant to Section 2.02, on the numerically corresponding day in the first (1st), second (2nd), or third (3rd) calendar month thereafter, except that each such Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: (a) No Interest Period may extend beyond the Termination Date; and (b) If an Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended to the next Business Day unless, such Business Day would fall in the next calendar month, in which event such Interest Period shall end on the immediately preceding Business Day. "Lending Office" means the office of the Bank (or of an affiliate of the Bank) designated for such Loan as the Bank may from time to time specify to the Borrower as the office at which its Loans are to be made and maintained. "LIBOR Interest Rate" means the rate per annum (rounded upward, if necessary, to the nearest one sixteen of one percent (0.0625%)) determined by the Bank to be equal to the quotient of (1) the London Interbank Offered Rate for such Loan for such Interest Period divided by (2) one minus the Eurocurrency Reserve Requirement for such Interest Period. "Lien" means any mortgage, deed of trust, pledge, security interest, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority, or other security agreement or preferential arrangement, charge, or encumbrance of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction to evidence any of the foregoing.) "Loan Document(s)" means this Agreement, the Note, the Additional Note, the Supplemental Pledge Agreement and the Escrow Agreement. "Loans" means the loans made to the Borrower by the Bank as provided for in this Agreement. "London Interbank Offered Rate" applicable to any Interest Period for a Loan means (i) the arithmetic mean (rounded upward, if necessary to the nearest one sixteen of one percent (0.0625%)) of the London Interbank Eurodollar Market offered rates for United States Dollar deposits for the amount of the Loan for the Interest Period selected by the Borrower appearing on the display designated as "Page 3750" on the Telerate Service (or such other page as may replace Page 3750 on that service, or such other service as may be nominated by the British Bankers' Association as the information vendor for the purpose of displaying British Bankers' Association Interest Settlement Rates for Deutsche Mark, U.S. Dollar, European Currency Unit, Sterling, Swiss Franc or Yen deposits), as of 11:00 a.m. (London time) on the date that is two Business Days prior to the first day of the Interest Period of such Loan interest period, (ii) if the foregoing method is not available, the arithmetic mean (rounded upward, if necessary, to the nearest one sixteen of one percent (0.0625%)) of the London Interbank Eurodollar Market offered rates for United States Dollar deposits for the amount of the Loan for the Interest Period selected by the Borrower appearing on the display designated as page "LIBOR" on the Reuter Monitor Money Rates Service (or such other page as may replace the LIBOR page on that service for the purpose of displaying London Interbank Eurodollar Market offered rates of major banks of United States Dollar deposits), as of 11:00 a.m. (London time) on the date that is two Business Days prior to the date that London Interbank Offered Rate is to become effective or adjusted pursuant to this Agreement, (iii) if neither of the foregoing methods for determining the London Interbank Offered Rate is available, the rate per annum quoted by the London branch of Bank of America, N.A. to the Bank, as of approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the date the London Interbank Offered Rate is to become effective or adjusted pursuant to this Agreement for the offering by such branch to leading banks in the London Interbank Eurodollar Market of United States Dollar deposits for the amount of the Loan for the Interest Period selected, (iv) if none of the foregoing methods for determining the London Interbank Offered Rate is available, such substitute method for determination as the parties hereto may agree, or (v) if such agreement is not reached within a reasonable period of time, a rate reasonably determined by Bank as the rate then being paid by banks of a similar size and credit standing as Bank in the London Interbank Eurodollar Market for United States Dollar deposits for the amount of the Loan for Interest Period. Bank's reasonable determination of the London Interbank Offered Rate in accordance with the provisions of this paragraph shall be conclusive and binding upon Borrower whether or not such deposits are actually acquired by the Bank. "Multiemployer Plan" means a Plan described in Section 4001(a)(3) of ERISA. "New York Office" means the Bank's office at 366 Madison Avenue, 3rd Floor, New York, New York 10017. "Note" means the promissory note described in Section 2.05 hereof. "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority, or other entity of whatever nature. "Plan" means any pension plan which is covered by Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is an "employer" as defined in Section 3(5) of ERISA. "Pledge Agreement" means the pledge agreement between the Borrower and the Bank by which the Borrower pledges to the Bank shares of stock owned by Borrower in United Microelectronics Corp., a Republic of China corporation as security for the Loans. "Prohibited Transaction" means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code. "Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as amended or supplemented from time to time. "Reportable Event" means any of the events set forth in Section 4043 of ERISA. "Subsidiary" means, as to the Borrower, a corporation of which shares of stock having ordinary voting power (other than stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation are at the time owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by the Borrower. "Termination Date" means February 4, 2003. "Wall Street Journal Prime Rate" means the per annum rate of interest published from time to time in The Wall Street Journal (Eastern edition) as the "prime rate" for Dollar commercial loans. Section 1.02. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP consistent with those applied in the preparation of the financial statements referred to in Section 4.06, and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles. Article II AMOUNT AND TERMS OF THE LOANS Section 2.01. Term Loans. The Bank agrees on the terms and conditions set forth in this Agreement, to make loans ("Loans") to the Borrower in a total principal amount equal to the amount of the Commitment, in the amounts and on the dates as follows: (a) on November 15, 2001, in a principal amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000.00) (the "First Loan Amount") for the purpose of repaying the Borrower's loan from Citibank, N.A., funding the interest reserve referred in section 2.03(4) and for paying the Bank's fees pursuant to this Agreement, (b) on or before December 14, 2001, in a principal amount equal to the amount of the Commitment less the First Loan Amount (the "Second Loan Amount") and (c) on or before February 20, 2002 in the principal amount of Sixteen Million Dollars ($16,000,000.00) (the "Third Loan Amount") for the purpose of repaying the Borrower's loan from NFI of Japan, funding the interest reserve referred in section 2.03(5) and for paying the Bank's fees pursuant to this Agreement Notwithstanding anything to the contrary in this agreement, a portion of the First Loan Amount shall be disbursed to the Bank to fund the interest reserve and the balance shall be disbursed to an escrow account with the Bank, pursuant to the escrow agreement among Borrower, Citibank, N.A. and the Bank (the "Escrow Agreement"), to be held in escrow by the Bank for the purpose of repaying the Borrower's loan from Citibank, N.A., upon Citibank, N.A.'s release of the shares in United Microelectronics Corp. which are currently pledged to it. Section 2.02. Notice and Manner of Borrowing. The Borrower shall give the Bank written or telegraphic notice (effective upon receipt) of a request for the Loans under this Agreement, at least two (2) Business Days before each, specifying: (1) the date of such Loan; (2) the amount of such Loan; and (3) the duration of the Interest Period applicable thereto. Not later than 2:00 P.M. (New York City time) on the date of such Loan and upon fulfillment of the applicable conditions set forth in Article III, the Bank will make such Loan available to the Borrower in immediately available funds by wiring the amount thereof to the Borrower's designated account pursuant to its written instructions. All notices given under this Section 2.02 shall be irrevocable and shall be given not later than 11:00 A.M. (New York City time) on the day which is not less than two (2) Business Days notice as specified above. Section 2.03. Interest. (1) The Borrower shall pay interest to the Bank on the outstanding and unpaid principal amount of the Loans made under this Agreement at a rate equal to the LIBOR Interest Rate plus two and one half percent (2.5%) per annum (the "Standard Interest Rate"). Interest on the Loans shall be paid in immediately available funds at the New York Office on the last day of the Interest Period with respect thereto. Any principal amount not paid when due (at maturity, by acceleration or otherwise) shall bear interest thereafter until paid in full (before as well as after judgment), payable on demand, at a rate per annum equal to the Wall Street Journal Prime Rate plus two percent (2.0%). (2) The Borrower may elect a one (1), two (2) or three (3) month duration for the Interest Period by notice thereof to the Bank; provided, however, that (i) such notice shall be delivered to the Bank at least two (2) Business Days prior to the first day of such Interest Period, and (ii) if the Borrower shall fail to deliver such notice to the Bank in a timely manner as set forth herein, then such Interest Period shall be for a period of one (1) month unless such period would otherwise end after the Termination Date, in which event such Interest Period shall end on the Termination Date. (3) Interest on the principal amount of the Loans shall be computed on the basis of a year of three hundred sixty (360) days and actual days elapsed (including the first day but excluding the last) occurring in the period for which payable. (4) Notwithstanding anything to the contrary herein, the Bank shall reserve and not disburse from the First Loan Amount a sum equal to the interest that will accrue on the principal amount of the First Loan Amount and Second Loan Amount, at the Standard Interest Rate, for the first one (1) year term of those Loans (the "Interest Reserve"). If the LIBOR Interest Rate increases prior to the Termination Date and the Interest Reserve is insufficient to make the future interest payments, the Borrower shall, upon request of the Bank, deposit additional funds with the Bank towards the Interest Reserve. The Bank shall debit the Interest Reserve on the last day of each Interest Period for the amount of the interest owed to it for such Interest Period. The Interest Reserve shall bear interest at the Bank's money market rate for deposits of more than $100,000.00, which interest will be paid monthly to the Borrower. (5) Notwithstanding anything to the contrary herein, the Bank shall reserve and not disburse from the Third Loan Amount a sum equal to the interest that will accrue on the principal amount of the Third Loan Amount, at the Standard Interest Rate, for the first one (1) year term of said Loan (the "Additional Interest Reserve"). If the LIBOR Interest Rate increases prior to the Termination Date and the Additional Interest Reserve is insufficient to make the future interest payments, the Borrower shall, upon request of the Bank, deposit additional funds with the Bank towards the Additional Interest Reserve. The Bank shall debit the Additional Interest Reserve on the last day of each Interest Period for the amount of the interest owed to it for such Interest Period. The Additional Interest Reserve shall bear interest at the Bank's money market rate for deposits of more than $100,000.00, which interest will be paid monthly to the Borrower. (6) Anything in this Agreement, the Note or Additional Note to the contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the Bank to the extent that the Bank's receipt thereof would not be permissible under the law or laws applicable to the Bank limiting rates of interest which may be charged or collected by the Bank. Any such payment which if received would be excessive interest shall be applied to the reduction of the principal amount owing. And any such payments of interest which are not made as a result of the limitation referred to above shall be made by the Borrower to the Bank on the earliest interest payment date or dates on which the receipt thereof would be permissible under the laws applicable to the Bank limiting rates of interest which may be charged or collected by the Bank. Such deferred interest shall not bear interest. Section 2.04. Fees. (1) The Borrower agrees to pay to the Bank a facility fee, on November 15, 2001, of one and one half percent (1.5%) of the First Loan Amount and Second Loan Amount, that is, Four Hundred Fifty Thousand Dollars ($450,000.00). (2) The Borrower agrees to pay to the Bank a facility fee, on the date of disbursement of the Third Loan Amount, of one and one half percent (1.5%) of such amount, that is, Two Hundred Forty Thousand Dollars ($240,000.00). Section 2.05. The Note. (1) The Loans, of the First Loan Amount and Second Loan Amount, made by the Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of the Borrower (the "Note") in substantially the form of Exhibit A, duly completed, dated as of November 15, 2001, and payable to the Bank for the account of the applicable Lending Office, such Note to represent the obligation of the Borrower to repay the aforementioned Loans. The Bank is hereby authorized by the Borrower to endorse on the schedule attached to the Note or to keep separate records of such Loans made to the Borrower and all payments of principal amounts in respect of such Loans, which endorsements or records shall, in the absence of manifest error, be conclusive as to the outstanding balance of such Loans made by the Bank; provided, however, that the failure to make such notation or record with respect to such Loan or renewal, or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Note. (2) The Loan, of the Third Loan Amount, made by the Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of the Borrower (the "Additional Note") in substantially the form of Exhibit B, duly completed, dated as of the date of this Agreement, and payable to the Bank for the account of the applicable Lending Office, such Additional Note to represent the obligation of the Borrower to repay the aforementioned Loan. The Bank is hereby authorized by the Borrower to endorse on the schedule attached to the Additional Note or to keep separate records of such Loan made to the Borrower and all payments of principal amounts in respect of such Loan, which endorsements or records shall, in the absence of manifest error, be conclusive as to the outstanding balance of such Loan made by the Bank; provided, however, that the failure to make such notation or record with respect to such Loan or renewal, or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Additional Note. (3) On the Termination Date, the unpaid principal amount of the Note shall be repaid in full along with any other sums then due and owing to the Bank (with the exception of sum owed in connection with the Third Loan Amount. (4) On the Termination Date, the unpaid principal amount of the Additional Note shall be repaid in full along with any other sums then due and owing to the Bank. Section 2.06. Prepayments. The Borrowers may, upon at least two (2) Business Days' irrevocable notice to the Bank, prepay the Note or Additional Note in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, provided that (1) each partial prepayment shall be in a principal amount of not less than Two Million Dollars ($2,000,000.00); (2) the Borrower simultaneously pay a prepayment penalty of one percent (1%) of the amount of the prepayment; and (3) pay any reasonable loss, cost, or expense to the Bank as a result of the prepayment in accordance with Section 2.13 of this Agreement. Section 2.07. Method of Payment. The Borrower shall make each payment under this Agreement and under the Note and Additional Note not later than 11:00 A.M. (New York City time) on the date due in lawful money of the United States to the Bank at its New York Office for the account of the applicable Lending Office in immediately available funds. The Borrower hereby authorizes the Bank, if and to the extent payment is not made when due under this Agreement or under the Note or Additional Note, to charge from time to time against any account of the Borrower with the Bank any amount so due. Whenever any payment to be made under this Agreement, under the Note or Additional Note shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest and the commitment fee, as the case may be, except, if the result of such extension would be to extend such payment into another calendar month, such payment shall be made on the immediately preceding Business Day. Section 2.08. Use of Proceeds. The proceeds of the Loans of the First Loan Amount and Second Loan Amount hereunder shall be used by the Borrower to refinance its existing indebtedness to Citibank, N.A. and for working capital purposes. The proceeds of the Loan of the Third Loan Amount hereunder shall be used by the Borrower to refinance its existing indebtedness to NFI of Japan. The Borrower will not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to any Person for the purpose of purchasing or carrying any such margin stock, or for any purpose which violates, or in inconsistent with, Regulation X of such Board of Governors. Section 2.09. Illegality. Notwithstanding any other provision in this Agreement, if the Bank determines that any applicable law, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall make it unlawful or impossible for the Bank (or its Lending Office) to (1) maintain its commitment, then upon notice to the Borrower by the Bank the commitment of the Bank shall terminate; or (2) maintain or fund its Loans, then upon notice to the Borrower by the Bank the outstanding principal amount of the Loans, together with interest accrued thereon, and any other amounts payable to the Bank under this Agreement shall be repaid (a) immediately upon demand of the Bank if such change or compliance with such request, in the judgment of the Bank, requires immediate repayment; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. Section 2.10. Disaster. Notwithstanding anything to the contrary herein, if the Bank reasonably determines (which determination shall be conclusive) that: (1) Quotations of interest rates for the relevant deposits referred to in the definition of LIBOR Interest Rate are not being provided in the relevant amounts or for the relative maturities for purposes of determining the rate of interest on a LIBOR as provided in this Agreement; or (2) The relevant rates of interest referred to in the definition of LIBOR Interest Rate upon the basis of which the rate of interest for any such type of loan is to be determined do not accurately cover the cost to the Bank of making or maintaining such type of Loan; then the Bank shall forthwith give notice thereof to the Borrower, whereupon (a) the obligation of the Bank to make Loans shall be suspended until the Bank notifies the Borrower that the circumstances giving rise to such suspension no longer exist; and (b) the Standard Interest Rate shall be amended to be based upon an alternative interest rate index reference commercially accepted in the finance industry, which reference shall be mutually and reasonably agreed upon by the parties hereto. Section 2.11. Increased Cost. Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining any Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement, the Note or Additional Note in respect of any Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement, the Note or the Additional Note in respect of any of the Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where the New York Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (3) imposes any other condition materially affecting this Agreement, the Note or Additional Note (or any of such extensions of credit or liabilities) in an adverse manner. The Bank will notify the Borrower in writing of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The Borrower shall have thirty (30) days after the receipt of such written notice to remit such additional compensation to the Bank. Determinations by the Bank for purposes of this Section 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. Section 2.12. Risk-Based Capital. In the event the Bank determines that (1) compliance with any judicial, administrative, or other governmental interpretation of any law or regulation or (2) compliance by the Bank or any corporation controlling the Bank with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) has the effect of requiring an increase on the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank, and the Bank determines that such increase is based upon its obligations hereunder, and other similar obligations, the Borrower shall pay to the Bank such additional amount as shall be certified by the Bank to be the amount allocable to the Bank's obligations to the Borrower hereunder. The Bank will notify the Borrower in writing of any event occurring after the date of this Agreement that will entitle the Bank to compensation pursuant to this Section 2.12 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The Borrower shall have thirty (30) days after the receipt of such written notice to remit such additional compensation to the Bank. Determinations by the Bank for purposes of this Section 2.12 of the effect of any increase in the amount of capital required to be maintained by the Bank and of the amount allocable to the Bank's obligations to the Borrower hereunder shall be conclusive, provided that such determinations are made on a reasonable basis. Section 2.13. Funding Loss Indemnification. The Borrower shall pay to the Bank, upon the request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it for any loss, cost, or expense incurred as a result of: (1) Any payment of a Loan on a date other than the last day of the Interest Period for such Loan including, but not limited to, acceleration of the Loans by the Bank pursuant to Section 7.01; or (1) Any failure by the Borrower to borrow on the date for borrowing specified in the relevant notice under Section 2.02. Article III CONDITIONS PRECEDENT Section 3.01. Conditions Precedent to Initial Loan. The obligation of the Bank to make the initial Loan to the Borrower is subject to the conditions precedent that the Bank shall have received on or before the day of such Loan each of the following, in form and substance satisfactory to the Bank and its counsel: (1) Note. The Note duly executed by the Borrower; (2) Pledge Agreement. The Pledge Agreement duly executed by the Borrower; (3) Evidence of all corporate action by Alliance Semiconductor Corporation. Certified (as of the date of this Agreement) copies of all corporate action taken by Alliance, including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (4) Incumbency and signature certificate of Alliance Semiconductor Corporation. A certificate (dated as of the date of this Agreement) of the Secretary of Alliance certifying the names and true signatures of the officers of Alliance authorized to sign the Loan Documents to which it is a party and each other document to be delivered by the corporation pursuant to this Agreement; (5) Evidence of all corporate action by Alliance Semiconductor (S.A.) (Pty) Ltd Corporation. Certified (as of the date of this Agreement) copies of all corporate action taken by Alliance (S.A.), including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (6) Incumbency and signature certificate of Alliance Semiconductor (S.A.) (Pty) Ltd. A certificate (dated as of the date of this Agreement) of the Secretary or appropriate official of Alliance (S.A.) certifying the names and true signatures of the officers of the Alliance (S.A.) authorized to sign the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (7) Opinion of general counsel for Borrower. A favorable opinion of Bradley Perkins general counsel of the Borrower, addressed to the Bank as to such other matters as the Bank may reasonably request; (8) Opinion of Republic of China counsel for Borrower. A favorable opinion of Baker & McKenzie, Republic of China counsel to the Borrower, addressed to the Bank, to the effect that the Pledge Agreement is in proper form under applicable laws of the Taiwan, Republic of China and the provisions thereof are effective to create a valid first lien on and security interest in favor of the Bank in all of the collateral described therein, in form and substance satisfactory to the Bank; and (9) Opinion of South Africa counsel for Borrower. A favorable opinion of South African counsel of the Borrower, addressed to the Bank as to such other matters as the Bank may reasonably request. Section 3.02. Conditions Precedent to All Loans. The obligation of the Bank to make each Loan (including the initial Loan) shall be subject to the further conditions precedent that on the date of such Loan: (1) The following statements shall be true and the Bank shall have received a certificate signed by a duly authorized officer of Borrower dated the date of such Loan, stating that: (a) The representation and warranties contained in Article IV of this Agreement, and in Section 3 of the Pledge Agreement, are correct on and as of the date of such Loan as though made on and as of such date; and (b) No Default or Event of Default has occurred and is continuing, or would result from such loan; and (2) The Bank shall have received such other approvals, opinions, or documents as the Bank may reasonably request. Section 3.03. Conditions Precedent to the Second Loan. The pledge pursuant to the Pledge Agreement shall have been effected and be in full force and effect. Section 3.04. Conditions Precedent to the Third Loan. The obligation of the Bank to make the Loan of the Third Loan Amount to the Borrower is subject to the conditions precedent that the Bank shall have received on or before the day of such Loan each of the following, in form and substance satisfactory to the Bank and its counsel: (1) Note. The Additional Note duly executed by the Borrower; (2) Pledge Agreement. The Supplemental Pledge Agreement duly executed by the Borrower; (3) Evidence of all corporate action by Alliance Semiconductor Corporation. Certified (as of the date of this Agreement) copies of all corporate action taken by Alliance, including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement; (4) Evidence of all corporate action by Alliance Semiconductor (S.A.) (Pty) Ltd Corporation. Certified (as of the date of this Agreement) copies of all corporate action taken by Alliance (S.A.), including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement; Article IV REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Bank that: Section 4.01. Incorporation, Good Standing, and Due Qualification. Borrower is a corporation duly incorporated, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; has the corporate power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged in; and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required, except where the failure to do so would not have a material adverse effect on the Borrower. Section 4.02. Corporate Power and Authority. The execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action and does not and will not (1) require any consent or approval of its stockholders; (2) contravene its charter or bylaws; (3) to its knowledge, violate any provision of law, rule, regulation (including, without limitation, Regulations U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to it; (4) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which it is a party or by which it or its properties may be bound or affected; and (5) to its knowledge, cause it to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award or any such indenture, agreement, lease, or instrument. Section 4.03. Legally Enforceable Agreement. This agreement is, and each of the other Loan Documents when delivered under this Agreement will be, legal, valid, and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally. Section 4.04. Financial Statements. The consolidated and consolidating balance sheets of the Borrower as of March 31, 2001, and the related consolidated and consolidating statements of income and retained earnings of the Borrower for the fiscal year then ended, and the accompanying footnotes, together with the opinion thereon, dated April 25, 2001of their independent certified public accountants, and the interim consolidated and consolidating balance sheet of the Borrower as of June 30, 2001, and the related consolidated and consolidating statement of income and retained earnings for the three (3) month period then ended, copies of which have been furnished to the Bank, are complete and correct and fairly present the financial condition of the Borrower as at such dates and the results of the operations of the Borrower for the periods covered by such statements, all of accordance with GAAP consistently applied (subject to year-end adjustments in the case of the interim financial statements), and since such dates, there has been no material adverse change in the condition (financial or otherwise), business, or operations of the Borrower. To its knowledge there are no liabilities of the Borrower, fixed or contingent, which are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since the date thereof and liabilities which do not have a material adverse affect on the Borrower. No information, exhibit, or report furnished by the Borrower to the Bank in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statement contained therein not materially misleading. Section 4.05. Labor Disputes and Acts of God. Neither the business nor the properties of the Borrower or any Subsidiary are affected by any fire, explosion, accident, strike, lockout, or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casually (whether or not covered by insurance), materially and adversely affecting such business or properties or the operation of the Borrower or such Subsidiary. Section 4.06. Other Agreements. Neither the Borrower nor any Subsidiary is a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument or subject to any charter or corporate restriction which could have a material adverse effect on the business, properties, assets, operations, or conditions, financial or otherwise, of the Borrower or any Subsidiary, or the ability of the Borrower to carry out its obligations under the Loan Documents to which it is a party. Neither the Borrower nor any Subsidiary is in default in any respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument material to its business to which it is a party. Section 4.07. Litigation. To its knowledge, there is no pending or threatened action or proceeding against or affecting the Borrower or any of its Subsidiaries before any court, governmental agency, or arbitrator, which may, in any one case or in the aggregate, materially adversely affect the financial condition, operations, properties, or business of the Borrower or any Subsidiary or the ability of the Borrower to perform its obligation under the Loan Documents to which it is a party. Section 4.08. No Defaults on Outstanding Judgments or Orders. The Borrower and its Subsidiaries have satisfied all judgments, and, to their knowledge, neither the Borrower nor any Subsidiary is in default with respect to any judgment, writ, injunction, decree, rule, or regulation of any court, arbitrator, or federal, state, municipal, or other governmental authority, commission, board, bureau, agency, or instrumentally domestic or foreign. Section 4.09. Ownership and Liens. The Borrower and each Subsidiary have title to, or valid leasehold interests in, all of their properties and assets, real and personal, including the properties and assets and leasehold interest reflected in the financial statements referred to in Section 4.06. (other than any properties or assets disposed of in the ordinary course of business), and none of the properties and assets owned by the Borrower or any Subsidiary and none of their leasehold interests is subject to any Lien, except such as may be permitted pursuant to Section 6.01 of this Agreement. Section 4.10. Subsidiaries and Ownership of Stock. The Borrower has provided the Bank with a complete and accurate list of the Subsidiaries of the Borrower, showing the jurisdiction of organization of each and showing the percentage of the Borrower's ownership in each Subsidiary. All of the outstanding stock/interest of each such Subsidiary has been validly issued, is fully paid and nonassessable, and is owned by the Borrower free and clear of all Liens. Section 4.11. ERISA. To its knowledge, the Borrower and each Subsidiary are in compliance in all material respects with all applicable provisions of ERISA. To their knowledge: neither a Reportable Event nor a Prohibited Transaction has occurred and is continuing with respect to any Plan; no notice of intent to terminate a Plan has been filed nor has any Plan been terminated; no circumstances exist which constitute grounds entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan; nor has the PBGC instituted any such proceedings; neither the Borrower nor any Commonly Controlled Entity has completely or partially withdrawn from a Multiemployer Plan; the Borrower and each Commonly Controlled Entity have met their minimum funding requirements under ERISA with respect to all of their Plans and the present value of all vested benefits under each Plan does not exceed the fair market value of all Plan assets allocable to such benefits, as determined on the most recent valuation date of the Plan and in accordance with the provisions of ERISA; and neither the Borrower nor any Commonly Controlled Entity has incurred any liability to the PBGC under ERISA. Section 4.12. Operation of Business. To their knowledge, the Borrower and its Subsidiaries possess all licenses, permits, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, to conduct their respective businesses substantially as now conducted and as presently proposed to be conducted, and, to their knowledge, the Borrower and its Subsidiaries are not in violation of any valid rights of others with respect to any of the foregoing. Section 4.13. Taxes. The Borrower and each of its Subsidiaries have filed all tax returns (federal, state, and local) required to be filed, except those disputed in good faith, and have paid all taxes, assessments, and governmental charges and levies thereon to be due, including interest and penalties. Section 4.14. Debt. The Borrower has provided the Bank with a complete and correct list of all credit agreements, indentures, purchase agreements, guaranties, Capital Leases, and other investments, agreements, and arrangements presently in effect providing for or relating to extensions of credit (including agreements and arrangements for the issuance of letters of credit or for acceptance financing) in respect of which the Borrower or any Subsidiary is in any manner directly or contingently obligated; and the maximum principal or face amounts of the credit in question, outstanding or to be outstanding, are correctly stated, and all Liens of any nature given or agreed to be given as security therefor are correctly described or indicated in such list. Section 4.15. Environment. To their knowledge, the Borrower and each Subsidiary have duly compiled with, and their businesses, operations, assets, equipment, property, leaseholds or other facilities are in compliance with, the provisions of all federal, state and local environmental, health and safety laws, codes and ordinances, and all rules and regulations promulgated thereunder. Except where the failure to do so would not result in a material adverse effect to the Borrower or any Subsidiary, the Borrower and each Subsidiary have been issued and will maintain all required federal, state, and local permits, licenses, certificates and approvals relating to (1) air emissions; (2) discharges to surface water or groundwater; (3) noise emissions; (4) solid or liquid waste disposal; (5) the use, generation, storage, transportation, or disposal of toxic or hazardous substances or wastes (intended hereby and hereafter to include any and all such materials listed in any federal, state, or local law, code or ordinance and all rules and regulations promulgated thereunder as hazardous or potentially hazardous); or (6) other environmental, health, or safety matters. Neither the Borrower nor any Subsidiary has received notice of, or knows of facts which might constitute any violations of any federal, state, or local environmental, health, or safety laws, codes or ordinances and any rules or regulations promulgated thereunder with respect to its businesses, operations, assets, equipment, property, leaseholds, or other facilities. Except in accordance with a valid governmental permit, license, certificate or approval, to Borrower's knowledge there has been no emission, spill, release, or discharge into or upon (1) the air; (2) soils, or any improvements located thereon; (3) surface water or groundwater; or (4) the sewer, septic system or waste treatment, storage or disposal system servicing the premises of any toxic or hazardous substances or wastes at or from the premises; and accordingly, to their knowledge, the premises of Borrower and its Subsidiaries are free of all such toxic or hazardous substances or wastes. To Borrower's knowledge, there has been no complaint, order, directive, claim, citation, or notice by any governmental authority or any person or entity with respect to (1) air emissions; (2) spills, releases, or discharges to soils or improvements located thereon, surface water, groundwater or the sewer, septic system or waste treatment, storage or disposal systems servicing the premises; (3) noise emissions; (4) solid or liquid waste disposal; (5) the use, generation, storage, transportation, or disposal of toxic or hazardous substances or waste; or (6) other environmental, health, or safety matters affecting the Borrower or its business, operations, assets, equipment, property, leaseholds, or other facilities. Neither the Borrower nor its Subsidiaries have any material indebtedness, obligation or liability, absolute or contingent, matured or not matured, with respect to the storage, treatment, cleanup, or disposal of any solid wastes, hazardous wastes, or other toxic or hazardous substances (including without limitation any such indebtedness, obligation, or liability with respect to any current regulation, law, or statute regarding such storage, treatment, cleanup, or disposal). Article V AFFIRMATIVE COVENANTS So long as the Note or Additional Note shall remain unpaid or the Bank shall have any Commitment under this Agreement, the Borrower will: Section 5.01. Maintenance of Existence. Preserve and maintain, and cause each Subsidiary to preserve and maintain, its existence and good standing in the jurisdiction of its formation, and quality and remain qualified, and cause each Subsidiary to qualify, as a foreign organization in each jurisdiction in which such qualification is required, except where the failure to do so would not have a material adverse effect. Section 5.02. Maintenance of Records. Keep, and cause each Subsidiary to keep, adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Borrower and its Subsidiaries. Section 5.03. Maintenance and Properties. Maintain, keep, and preserve, and cause each Subsidiary to maintain, keep, and preserve, all of its properties (tangible and intangible) necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted. Section 5.04. Conduct of Business. Continue, and cause each Subsidiary to continue, to engage in the same general business manner as conducted by it on the date of this Agreement. Section 5.05. Maintenance of Insurance. Maintain, and cause each Subsidiary to maintain, insurance with financially sound and reputable insurance companies or associations in such amounts and covering such risks as are usually carried by companies engaged in the same or a similar business and similarly situated, which insurance may provide for reasonable deductibility from coverage thereof. Section 5.06. Compliance With Laws. Comply, and cause each Subsidiary to comply, in all material respects with all applicable laws, rules, regulations, and orders, such compliance to include, without limitations, paying before the same become delinquent all taxes, assessments, and governmental charges imposed upon it or upon its property, except those contested in good faith. Section 5.07. Right of Inspection. At any reasonable time and from time to time, permit the Bank or any agent or representative thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower and any Subsidiary, and to discuss the affairs, finances, and accounts of the Borrower and any Subsidiary with any of their respective officers and directors and the Borrower's independent accountants. Section 5.08. Reporting Requirements. Furnish to the Bank: (1) Quarterly financial statements. As soon as available and in any event on or prior to the deadlines imposed by the Securities and Exchange Commission for the timely filing of quarterly financial statements (including applicable extensions), consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such quarter, consolidated and consolidating statements of income and retained earnings of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, and consolidated and consolidating statements of changes in financial position of the Borrower and its Subsidiaries for the portion of the fiscal year ended with the last day of such quarter, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the previous fiscal year and all prepared in accordance with GAAP consistently applied; (2) Audited annual financial statements. As soon as available and in any event on or prior to the deadlines imposed by the Securities and Exchange Commission for the timely filing of annual financial statements (including applicable extensions), consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year, and consolidated and consolidating statements of income and retained earnings of the Borrower and its Subsidiaries for such fiscal year, and consolidated and consolidating statements of changes in financial position of the Borrower and its Subsidiaries for such fiscal year, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the prior fiscal year and all prepared in accordance with GAAP consistently applied and as to the consolidated statements audited and accompanied by an opinion thereon acceptable to the Bank by independent accountants selected by the Borrower and acceptable to the Bank; (3) Management letters. Promptly upon receipt thereof, copies of any reports submitted to the Borrower or any Subsidiary by independent certified public accountants in connection with examination of the financial statements of the Borrower or any Subsidiary made by such accountants; (4) Certificate of no Default. Within forty five (45) days after the end of each of the quarters of each fiscal year of the Borrower, a certificate of the chief financial officer of the Borrower (a) certifying that to the best of his knowledge no Default or Event of Default has occurred and is continuing, or if a Default or Event or Default has occurred and is continuing, a statement a to the nature thereof and the action which is proposed to be taken with respect thereto; and (b) with computations demonstrating compliance with the covenant contained in Section 5.10; (5) Notice of litigation. Promptly after the commencement thereof, notice of all actions, suits, and proceedings before any court or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, affecting the Borrower or any Subsidiary which, if determined adversely to the Borrower or such Subsidiary, could have a material adverse effect on the financial condition, properties, or operations of the Borrower or such Subsidiary; (6) Notice of Defaults and Events of Default. As soon as possible and in any event within three (3) days after the occurrence of each Default or Event of Default, a written notice setting forth the details of such Default or Event of Default and the action which is proposed to be taken by the Borrower with respect thereto; (7) ERISA reports. As soon as possible, and in any event within thirty (30) days after the Borrower knows that any circumstances exist that constitute grounds entitling the PBGC to institute proceedings to terminate a Plan subject to ERISA with respect to the Borrower or any Commonly Controlled Entity, and promptly but in any event within two (2) Business Days of receipt by the borrower or any Commonly Controlled Entity of notice that the PBGC intends to terminate a Plan or appoint a trustee to administer the same, and promptly but in any event within five (5) Business Days of the receipt of notice concerning the imposition of withdrawal liability with respect to the Borrower or any Commonly Controlled Entity, the Borrower will deliver to the Bank a certificate of the chief financial officer of the Borrower setting forth all relevant details and the action which the Borrower proposes to take with respect thereto; (8) Reports to other creditors. Promptly after the furnishing thereof, copies of any statement or report furnished to any party pursuant to the terms of any indenture, loan, credit, or similar agreement and not otherwise required to be furnished to the Bank pursuant to any other clause of this Section 5.08; (9) Proxy statements, etc. Promptly after the sending or filing thereof, copies of all proxy statements, financial statements, and reports which the Borrower or any Subsidiary send to its stockholders, and copies of all regular, periodic, and special reports, and all registration statements which the Borrower or any Subsidiary files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; and (10) General Information. Such other information respecting the condition or operations, financial or otherwise, of the Borrower or any Subsidiary as the Bank may from time to time reasonably request. Section 5.09. Environment. Be and remain, and cause each Subsidiary to be and remain, in compliance with the provisions of all federal, state and local environmental, health and safety laws, codes and ordinances, and all rules and regulations issued thereunder, except where the failure to do so would not have a material adverse effect; notify the Bank immediately of any notice of a hazardous discharge or environmental complaint received from any governmental agency or any other party; notify the Bank immediately of any hazardous discharge from of affecting its premises; immediately contain and remove the same, in compliance with all applicable laws; promptly pay any fine or penalty assessed in connection therewith; permit the Bank to inspect the premises, to conduct tests thereon, and to inspect all books, correspondence and records pertaining thereto; and at the Bank's request, and at the Borrower's expense, provide a report of a qualified environmental engineer, satisfactory in scope, form, and content to the Bank, and such other and further assurances reasonably satisfactory to the Bank that the condition has been corrected. Section 5.10. Quarterly Current Ratio. The Borrower will maintain at all times a ratio of current assets to current liabilities of not less than one to one, as determined on a quarterly basis. Article VI NEGATIVE COVENANTS So long as the Note or Additional Note shall remain unpaid or the Bank shall have any commitment under this Agreement, the Borrower will not: Wind up, liquidate or dissolve itself, reorganize, merge or consolidate with or into, or convey, sell, assign, transfer, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, or acquire all or substantially all of the assets or the business of any Person, or permit any Subsidiary to do so, except that (1) any Subsidiary may merge it or transfer assets to the Borrower and (2) any Subsidiary may merge into or consolidate with or transfer assets to any other Subsidiary. Article VII EVENTS OF DEFAULT Section 7.01. Events of Default. If any of the following events shall occur: (1) The Borrower shall fail to pay the principal of, or interest on, the Note, Additional Note, or any amount of a commitment or other fee, as and when due and payable; (2) Any representation or warranty made or deemed made by the Borrower in this Agreement or the Pledge Agreement, Supplemental Pledge Agreement or which is contained in any certificate, document, opinion, or financial or other statement furnished at any time under or in connection with any Loan Document shall prove to have been incorrect, incomplete, or misleading in any material respect on or as of the date made or deemed made; (3) The Borrower shall fail to perform or observe any term, covenant, or agreement contained in Articles V, or VI, hereof; (4) The Borrower or any of its Subsidiaries shall (a) fail to pay any indebtedness for borrowed money (other than the Note or Additional Note) of Borrower or such Subsidiary, as the case may be, or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise); or (b) fail to perform or observe any term, covenant, or condition on its part to be performed or observed under any agreement or instrument relating to any such indebtedness, when required to be performed or observed, if the effect of such failure to perform or observe is to accelerate, or to permit the acceleration of after the giving of notice or passage of time, or both, the maturity of such indebtedness, whether or not such failure to perform or observe shall be waived by the holder of such indebtedness, or any such indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; (5) The Borrower or any of its Subsidiaries (a) shall admit in writing its inability to pay its debts as they become due; or (b) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or (c) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (d) shall have had any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made, and which remains undismissed for a period of sixty (60) days or more; or (e) shall take any corporate action indicating its consent to, approval of, or acquiescence in any such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or any substantial part of its properties; or (f) shall suffer any such custodianship, receivership, or trusteeship to continue undischarged for a period of sixty (60) days or more; (6) One or more judgments, decrees, or orders for the payment of money in excess of One Million Dollars ($1,00,000.00), not including any sum that Borrower reasonably expects to be paid by one or more insurance policies of Borrower, shall be rendered against the Borrower or any of its Subsidiaries, and such judgments, decrees, or orders shall continue unsatisfied and in effect for a period of thirty (30) consecutive days without being vacated, discharged, satisfied, or stayed or bonded pending appeal; (7) The Pledge Agreement or Supplemental Pledge Agreement shall at any time after its execution and delivery and for any reason cease (a) to create a valid and perfected first priority security interest in and to the property purported to be subject to such Pledge Agreement or Supplemental Pledge Agreement; or (b) to be in full force and effect or shall be declared null and void, or the validity or enforceability thereof shall be contested by the Borrower, or the Borrower shall deny it has further liability or obligation under the Pledge Agreement or Supplemental Pledge Agreement, or the Borrower shall fail to perform any of its obligation under the Pledge Agreement or Supplemental Pledge Agreement or the Borrower shall fail to perform any of its obligations under the Pledge Agreement or Supplemental Pledge Agreement; (8) Any of the following events shall occur or exist with respect to the Borrower and any Commonly Controlled Entity under ERISA; any Reportable Event shall occur; complete or partial withdrawal from any Multiemployer Plan shall take place; any Prohibited Transaction shall occur; a notice of intent to terminate a Plan shall be filed, or a Plan shall be terminated; the PBGC shall institute a proceeding to terminate a Plan; and in each case above, such event or condition, together with all other events or conditions, if any, could subject the Borrower to any tax, penalty, or other liability which in the aggregate may exceed One Million Dollars ($1,000,000.00); or (9) If any federal, state or local agency asserts or creates a Lien upon any or all of the assets, equipment, property, leaseholds or other facilities of the Borrower by reason of the occurrence of a hazardous discharge or an environmental complaint; or if any federal, state or local agency files a claim against the Borrower and/or its assets, equipment, property, leaseholds or other facilities for damages or cleanup costs relating to a hazardous discharge or an environmental complaint; provided, however, that such claim shall not constitute a default of, within (5) Business Days of the occurrence giving rise to the claim, (a) the Borrower can prove to the Bank's reasonable satisfaction that the Borrower has commenced and is diligently pursuing either; (i) a cure or correction of the event which constitutes the basis for the claim, and continues diligently to pursue such cure or correction to completion or (ii) proceedings for an injunction, a restraining order or other appropriate emergent relief preventing such agency or agencies from asserting such claim, which relief is granted within ten (10) Business Days of the occurrence giving rise to the claim and the injunction, order or emergent relief is not thereafter resolved or reversed on appeal; and (b) in either of the foregoing events, the Borrower has posted a bond, letter of credit or other security satisfactory in form, substance and amount to both the Bank and the agency or entity asserting the claim to secure the proper and complete cure or correction of the event which constitutes the basis for the claim; then, and in any such event, after providing written notice to the Borrower and a period of thirty (30) days have elapsed from the date of such notice with regards to Section 7.01 (2), (3) , (8) or (9) without a proper cure of such event to the Bank's reasonable satisfaction, the Bank may, (1) declare its obligation to make Loans to be terminated, whereupon the same shall forthwith terminate; and (2) declare the Note and/or Additional Note, all interest thereon, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Note and/or Additional Note, all such interest, and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the lapse of the cure period, if applicable, specified above or upon the occurrence and during the continuance of any Event of Default the Bank is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Note or the Additional Note or any other Loan Document, irrespective of whether or not the Bank shall have made any demand under this Agreement or the Note or Additional Note or such other Loan Document and although such obligations may be unmatured, the Bank agrees promptly to notify the Borrower after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Bank under this Section 7.01 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Bank may have. then, and in any such event, the Bank may, by notice to the Borrower, (1) declare its obligation to make Loans to be terminated, whereupon the same shall forthwith terminate; and (2) declare the Note and/or Additional Note, all interest thereon, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Note and/or Additional Note, all such interest, and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of any Event of Default the Bank is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower), to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Note or Additional Note or any other Loan Document, irrespective of whether or not the Bank shall have made any demand under this Agreement, the Note or Additional Note or such other Loan Document and although such obligations may be unmatured, the Bank agrees promptly to notify the Borrower after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Bank under this Section 7.01 are in addition to other rights and remedies (including, without limitation, other rights of setoff) which the Bank may have. Article VIII MISCELLANEOUS Section 8.01. Amendments, Etc. No amendment, modification, termination, or waiver of any provision of any Loan Document to which the Borrower is a party, nor consent to any departure by the Borrower from any Loan Document to which it is a party, shall in any event be effective unless the same shall be in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 8.02. Notices, Etc. All notices and other communications provided for under this Agreement and under the other Loan Documents to which the Borrower is a party shall be in writing (including telegraphic, telex and facsimile transmissions) and mailed or transmitted or delivered, if to the Borrower, at its address at 2575 Augustine Drive, Santa Clara, CA 95054, Attention: Mr. David Satterfield; and it to the Bank, at its address at 366 Madison Avenue, 3rd Floor, New York, NY 10017, Attention: Mr. Kenneth Foo; or, as to each party, at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this section 8.02. Except as is otherwise provided in this Agreement, all such notices and communications shall be effective when deposited in the mails or delivered to the telegraph company, or sent, answerback received, respectively, addressed as aforesaid, except that notices to the Bank pursuant to the provisions of Article II shall not be effective until received by the Bank. Section 8.03. No Waiver. No failure or delay on the part of the Bank in exercising any right, power, or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. The rights and remedies provided herein are cumulative and are not exclusive of any other rights, powers, privileges, or remedies, now or hereafter existing, at law or in equity or otherwise. Section 8.04. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights under any Loan Document to which the Borrower is a party without the prior written consent of the Bank. Section 8.05. Costs, Expenses, and Taxes. The Borrower agrees to pay on demand all reasonable costs and expenses incurred by the Bank in connection with the preparation, execution, delivery, filing, and administration of the Loan Documents, and of any amendment, modification, or supplement to the Loan Documents, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Bank, incurred in connection with advising the Bank as to its rights and responsibilities hereunder. The non-prevailing party agrees to pay all such reasonable costs and expenses, including court costs, incurred in connection with enforcement of the Loan Documents, or any amendment, modification, or supplement thereto, whether by negotiation, legal proceedings, or otherwise. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, and recording of any of the Loan Documents and the other documents to be delivered under any such Loan Documents, and agrees to hold the Bank harmless from and against any and all reasonable liabilities with respect from any delay in paying or omission to pay such taxes and fees. This provision shall survive termination of this Agreement. Section 8.06. Integration. This Agreement and the Loan Documents contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statements and prior writings with respect thereto. Section 8.07. Indemnity. The Borrower hereby agrees to defend, indemnify, and hold the Bank harmless from and against any and all claims, damages, judgments, penalties, costs and expenses (including attorney fees and court costs now of hereafter arising from the aforesaid enforcement of this clause) arising directly or indirectly from the activities of the Borrower and its Subsidiaries, its predecessors in interest, or third parties with whom it has a contractual relationship, or arising directly or indirectly from the violation of any environmental protection, health, or safety law, whether such claims are asserted by any governmental agency or any other Person. This indemnity shall survive termination of this Agreement. Section 8.08. Governing Law. This Agreement, the Note and Additional Note shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the conflict of law rules. Section 8.09. Severability of Provisions. Any provision of any Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction. Section 8.10. Headings. Article and Section headings in the Loan Documents are included in such Loan Documents for the convenience of reference only and shall not constitute a part of the applicable Loan Documents for any other purpose. Section 8.11. WAIVER OF JURY TRIAL. THE BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM OR RELATING TO ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT; AND NOT BEFORE A JURY. Section 8.12. SUBMISSION TO JURISDICTION. (1) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS PROVIDED IN SECTION 8.02, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE BANK TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION. (2) THE BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (1) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Section 8.13 Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. Section 8.14 Previous Agreement. This Agreement supersedes and replaces the Credit Agreement dated as of November 15, 2001 in all respects. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. Alliance Semiconductor Corporation By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: President and CEO Alliance Semiconductor (S.A.) (Pty) Ltd By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: Director Chinatrust Commercial Bank, Ltd., New York Branch By: /s/ John Teng ----------------------------------- Name: John Teng Title: Executive Vice President and General Manager Exhibit A NOTE $30,000,000.00 November 15, 2001 FOR VALUE RECEIVED, the undersigned, ALLIANCE SEMICONDUCTOR CORPORATION, a Delaware corporation, ALLIANCE SEMICONDUCTOR (S.A.) (PTY) LTD, a South African corporation (collectively the "Borrower") HEREBY PROMISE TO PAY to the order of CHINATRUST COMMERCIAL BANK, LTD., New York Branch (the "Bank") at its New York Office located at 366 Madison Avenue, 3rd Floor, New York, New York 10017 for the account of the Bank, in lawful money of the United States and in immediately available funds, the principal amount of Thirty Million Dollars ($30,000,000.00) or the aggregate unpaid principal amount of all Loans made to the Borrower by the Bank pursuant to the Credit Agreement and outstanding on the Termination Date, whichever is less, in full along with any interest and other moneys due under this Note, and to pay interest from the date of this Note, in like money, at said office for the account of the Bank, at the time and at a rate per annum as provided in the Credit Agreement. The Borrower hereby authorizes the Bank to endorse on the Schedule annexed to this Note or to keep separate records of all Loans made to the Borrower and all payments of principal amounts in respect of such Loans, which endorsements or records shall, in the absence of manifest error, be conclusive as to the outstanding principal amount of all Loans; provided, however, that the failure to make such notation with respect to any Loan or payment shall not limit or otherwise affect the obligations of the Borrower under the Credit Agreement or this Note. This Note is the Note referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of November 15, 2001, between the Borrower and the Bank (the "Credit Agreement"). Terms used herein which are defined in the Credit Agreement shall have their defined meanings when used herein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity of this Note upon the terms and conditions specified in the Credit Agreement. This Note is secured by a Pledge Agreement referred to in the Credit Agreement, reference to which is hereby made for a description of the collateral provided for under the Pledge Agreement and the rights of the Borrower and the Bank in respect to such collateral. This Note shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the conflict of law rules. Alliance Semiconductor Corporation By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: President and CEO Alliance Semiconductor (S.A.) (Pty) Ltd By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: Director

Exhibit B ADDITIONAL NOTE $16,000,000.00 January 21, 2002 FOR VALUE RECEIVED, the undersigned, ALLIANCE SEMICONDUCTOR CORPORATION, a Delaware corporation, ALLIANCE SEMICONDUCTOR (S.A.) (PTY) LTD, a South African corporation (collectively the "Borrower") HEREBY PROMISE TO PAY to the order of CHINATRUST COMMERCIAL BANK, LTD., New York Branch (the "Bank") at its New York Office located at 366 Madison Avenue, 3rd Floor, New York, New York 10017 for the account of the Bank, in lawful money of the United States and in immediately available funds, the principal amount of Sixteen Million Dollars ($16,000,000.00) or the aggregate unpaid principal amount of the Third Loan Amount pursuant to the Credit Agreement and outstanding on the Termination Date, whichever is less, in full along with any interest and other moneys due under this Additional Note, and to pay interest from the date of this Additional Note, in like money, at said office for the account of the Bank, at the time and at a rate per annum as provided in the Credit Agreement. The Borrower hereby authorizes the Bank to endorse on the Schedule annexed to this Additional Note or to keep separate records of the Loan of the Third Loan Amount made to the Borrower and all payments of principal amounts in respect of such Loan, which endorsements or records shall, in the absence of manifest error, be conclusive as to the outstanding principal amount of such Loan; provided, however, that the failure to make such notation with respect to such Loan or payment shall not limit or otherwise affect the obligations of the Borrower under the Credit Agreement or this Additional Note. This Additional Note is the Additional Note referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement, dated as of January 21, 2002, between the Borrower and the Bank (the "Credit Agreement"). Terms used herein which are defined in the Credit Agreement shall have their defined meanings when used herein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Additional Note upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity of this Additional Note upon the terms and conditions specified in the Credit Agreement. This Additional Note is secured by the Pledge Agreement and Supplemental Pledge Agreement referred to in the Credit Agreement, reference to which is hereby made for a description of the collateral provided for under the Pledge Agreement and Supplemental Pledge Agreement and the rights of the Borrower and the Bank in respect to such collateral. This Additional Note shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the conflict of law rules. Alliance Semiconductor Corporation By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: President and CEO Alliance Semiconductor (S.A.) (Pty) Ltd By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: Director

EX-10.49 MATERIAL CO 6 ex1049.txt SUPPLEMENTAL PLEDGE AGREEMENT WITH CHINATRUST SUPPLEMENTAL PLEDGE AGREEMENT THIS AGREEMENT is made as of the 21st day of January 2002 by and between ALLIANCE SEMICONDUCTOR CORPORATION (the "Corporation"), a Delaware corporation, ALLIANCE SEMICONDUCTOR (S.A.) (PTY) LTD (the "LLC"), a South African corporation (collectively referred to as the "Borrower") both with offices at 2575 Augustine Drive, Santa Clara, CA 95054, and CHINATRUST COMMERCIAL BANK, a bank incorporated under the laws of the Republic of China, licensed to operate the banking business and having its principal place of business at 3 Sung Shou Road, Taipei, Taiwan, R.O.C. ("Bank"). WITNESSETH: WHEREAS, the Borrower and the Bank have previously entered into the Pledge Agreement dated as of November 15, 2001 pursuant to the Credit Agreement dated as of November 15, 2001; and WHEREAS, the Borrower and the Bank (acting by and through its New York branch) have now entered into an Amended and Restated Credit Agreement dated as of January 21, 2002 pursuant to which the Borrower has agreed to extend Loans in the aggregate principal amount of Forty Six Million United States Dollars (US$46,000,000) (the "Credit Agreement") to the Borrower on the condition, among other things, that the Borrower shall provide to the Bank and create a pledge of additional unrestricted common shares of United Microelectronics Corp. ("UMC") owned by the Borrower (the "Additional Collateral", the Additional Collateral plus the Collateral under the Credit Agreement between the parties dated as of November 15, 2001, which shall be referred to as the Original Collateral and shall with the Additional Collateral be collectively referred to as the "Collateral") as hereinafter specified. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa): "Collateral Value" means total value of the Collateral calculated based on the daily closing price per share of Collateral as quoted on the Taiwan Stock Exchange, converted into United States Dollars at the Spot Rate. "Secured Obligations" means any and all liabilities and obligations of the Borrower under the Credit Agreement, including, without limitation, the principal, interest, commissions, charges, fees and expenses payable under the Credit Agreement. "Spot Rate" means the amount of New Taiwan Dollars that may be purchased with one United States Dollar, as reported in The Asian Wall Street Journal for the date of such determination. "Taiwan Business Day" means any day that is a trading day of the Taiwan Stock Exchange. "TSCDC" means Taiwan Securities Central Depositary Corporation. "UMC" means United Microelectronics Corp., a corporation duly organized and validly existing under the laws of the Republic of China and having its principal place of business at 300 No.3, Li-hsin RD. II, Science-Based Industrial Park, Hsinchu, Taiwan, R.O C. 2. Pledge. (a) To secure the due payment to the Bank of all amounts which may now or hereafter from time to time be owing by Borrower to Bank, the Secured Obligations and to induce Bank to extend credit to Borrower under the Agreement or otherwise, for valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Borrower hereby pledges, assigns and transfers to Bank, and grants to Bank a continuing security interest in and to, all of the Additional Collateral and Original Collateral, together with any other property delivered to Bank hereunder and all additions thereto and substitutions therefor and all cash proceeds thereof. (b) The Borrower has previously created and registered a pledge over the Original Collateral and will, on the date hereof, create and register a pledge over the Additional Collateral through the book-entry system of TSCDC in favor of the Bank in accordance with the book-entry rules of TSCDC. It is hereby agreed by the parties hereto that the book entry regarding the pledge as contemplated hereby made by TSCDC as aforesaid shall replace the endorsement and delivery of physical share certificates evidencing the Additional Collateral. (c) From time to time, the Borrower shall do such things and execute such documents, at its cost and expense, as the Bank may request to effectuate and maintain a valid first priority pledge and security interest in the Collateral, including, without limitation, notifying and registering the same with UMC. (d) Pursuant to this Agreement the Borrower is hereby pledging the Additional Collateral so that the Collateral shall as required have a Collateral Value of at least two hundred fifty percent (250%) of the Commitment (as defined in the Credit Agreement) as of the time each loan is made to Borrower by the Bank pursuant to the Credit Agreement. In the event the Bank determines and notifies the Borrower that the Collateral Value at any time has fallen to two hundred percent (200%) or less of the then total outstanding and unpaid principal amount of the loans extended under the Credit Agreement (the "Outstanding Amount"), as calculated and determined by the Bank, the Borrower shall, within three (3) Taiwan Business Days following the date on which the Bank so notifies the Borrower, provide additional shares of UMC owned by the Borrower to make up the shortage so that the Collateral Value shall again be at least two hundred fifty percent (250%) of the Outstanding Amount. If additional shares of UMC are pledged, the Borrower shall create and register the pledge over the additional shares in accordance with the terms of this Agreement by delivery of such shares to TSCDC and the creation and pledge of the additional shares through the book-entry system of TSCDC, or other mutually agreeable method of pledging. (e) As an alternative to pledging additional shares of UMC, the Borrower may partially prepay the Outstanding Amount, subject to the terms of the Credit Agreement, so as to reduce said amount to a level at which the Collateral Value is again at least two hundred fifty percent (250%) of the Outstanding Amount. (f) In the event the Collateral Value falls to or below one hundred eighty percent (180%) of the Outstanding Amount (including the three (3) day period provided for in Section 2(d) of this Agreement), as calculated and determined by the Bank, the Bank may without notice to the Borrower dispose of the Collateral to the extent necessary to restore the Collateral Value to at least two hundred fifty percent (250%) of the Outstanding Amount. (g) In the event the Borrower fails to provide additional shares of UMC to restore the Collateral Value to at least two hundred fifty percent (250%) of the Outstanding Amount or partially prepay the Outstanding Amount so that the Collateral Value is again at least two hundred fifty percent (250%) of the Outstanding Amount, the Bank shall have the rights set forth in Section 2(f) of this Agreement. (h) In the event that the Bank sells the Collateral (whether pursuant to its rights under this Agreement or at the election of the Borrower to prepay or repay the loans) the Bank shall not be deemed to have received the net funds (that is, after payment of any transaction costs, taxes and other fees) until it receives the funds at its New York Office (as defined in the Credit Agreement) in United States dollars. The Bank shall not be responsible for any change in the Spot Rate nor the time required to have the remittance from the Republic of China to the United States approved by the Central Bank of China, however, the Bank will use reasonable efforts to promptly obtain the approval of the Central Bank of China. 3. Representations and Warranties. The Borrower hereby represents and warrants as follows: (a) The Borrower legally and beneficially owns the Collateral free and clear of any lien, charge or encumbrance of any kind, other than the pledge created under this Agreement. (b) The execution, delivery and performance of this Agreement and the pledge of the Collateral hereunder by the Borrower will not, to its knowledge, contravene or violate any law, regulation, organizational documents of the Borrower or any agreement to which it is a party or to which its property may be subject. (c) The pledge created hereunder constitutes a valid and perfected first priority security interest over the Collateral, legally binding and enforceable against the Borrower. (d) To its knowledge, all governmental and other consents that are required to have been obtained by the Borrower with respect to this Agreement and the grant of the pledge and security interest have been obtained and are in full force and effect and all conditions of any such consent have been complied with. (e) Borrower agrees to reimburse Bank, on demand, for any reasonable amounts paid or advanced by Bank for the purpose of preserving the Collateral for any part thereof and/or any liabilities or expenses incurred by Bank as the transferee or holder of the Collateral. 4. Covenants. (a) The Borrower agrees that without the Bank's prior written consent, it shall not: (i) sell, transfer, assign or otherwise dispose of or purport to sell, transfer, assign or otherwise dispose of any of the Collateral; or (ii) create or suffer to exist any mortgage, pledge, charge, lien or other security interest over any of the Collateral. (b) Bank shall be under no duty to: (i) collect or protect the Collateral or any proceeds thereof or give any notice with respect thereto, except as provided in Section 2(d); (ii) preserve the rights if any of Borrower with respect to the Collateral against prior parties; (iii) preserve rights against any parties to any instrument or document which may be part of the Collateral; (iv) sell or otherwise realize the value of the Collateral; or (v) seek payment from any particular source. Without limiting the generality of the foregoing, Bank shall not be obligated to take any action in connection with any conversion, call, redemption, retirement or any other event relating to any of the Collateral. 5. Dividends and Profits. Profits, dividends and other distributions of income or capital in respect of the Collateral distributed in stock of UMC shall be distributed to Borrower provided that at such time the Collateral Value is equal to at least two hundred fifty percent (250%) of the Outstanding Amount. In the event the Collateral Value is not at least two hundred fifty percent (250%) of the Outstanding Amount, the profits, dividends and other distributions of income or capital in respect of the Collateral distributed in the form of shares of stock by UMC shall become part of the Collateral, and the Borrower shall immediately create and register such pledge over such additional shares of UMC through the book-entry system of TSCDC, or other mutually agreeable method of pledging, such additional shares shall thereafter be deemed Collateral. 6. Rights and Remedies - Default. Upon the occurrence of a Default (as such term is defined in the Credit Agreement) or if the Borrower breaches any of the provisions of this Agreement the Bank shall have all the rights and remedies enumerated herein; that is the Bank shall immediately be entitled to enforce the pledge under this Agreement and shall be entitled to sell, realize or dispose of all or any of the Collateral in such manner and for such consideration as permitted by law. 7. Continuing Security. Notwithstanding any intermediate prepayment or satisfaction of the whole or any part of the loans made by the Bank to the Borrower, the pledge created hereunder shall be a continuing security for the discharge of the Secured Obligations of the Borrower to the Bank and shall also cover all sums of money or obligations which shall from time to time be due to the Bank from the Borrower under the Credit Agreement. 8. Release of Security. Upon the payment in full of the Borrower's Secured Obligations under the Credit Agreement in accordance with the terms and conditions thereof, the Bank shall, at the cost and expense of the Borrower, release the Collateral to the Borrower and agrees to promptly execute and deliver all such documents as are necessary to effect such release. 9. Amendments. This Agreement may be amended only by an instrument in writing which is signed by the Bank and Borrower. 10. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of China. 11. Submission to Jurisdiction. (a) BORROWER HEREBY IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR PROCEEDINGS AGAINST BORROWER OR ANY OF ITS PROPERTY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS PLEDGE AGREEMENT MAY BE BROUGHT IN THE TAIPEI DISTRICT COURT, AS BANK MAY ELECT, AND BY EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT, BORROWER HEREBY SUBMITS TO AND ACCEPTS WITH REGARD TO ANY SUCH ACTION OR PROCEEDING, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF SUCH COURT. (b) BORROWER HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT IN THE TAIPEI DISTRICT COURT AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT SUCH VENUE IS NOT A CONVENIENT FORUM FOR ANY SUCH SUIT, ACTION OR PROCEEDING. 12. Waiver. The failure or delay of Bank to require performance by Borrower of any provision of this Amended and Restated Pledge Agreement or any document, instrument or agreement executed with this Amended and Restated Pledge Agreement, or the failure of Bank to exercise any right, power or privilege shall not affect its right to require performance of such provision unless and until such performance has been waived by Bank in writing. Each and every right granted to Bank hereunder or any other document or instrument delivered hereunder or in connection herewith shall be cumulative and may be exercised from time to time. 13. Notices. (a) Any notice hereunder shall be in writing and shall be delivered or transmitted pursuant to Section 8.02 of the Credit Agreement.. (b) In additional to notice pursuant to Section 13(a) the Bank shall give notice to Baker & McKenzie, who it hereby designates as its agent for such notice in Taiwan, Republic of China, at 15th Floor, 168 Tun Hwa North Road, Taipei, Taiwan, by a notice registered and delivered by the Republic of China post office. 14. Severability. If any term contained in this Agreement shall be held by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect under any applicable law, the remaining terms hereof shall not in any way be affected or impaired. 15. Binding Agreement; Assignment. This Amended and Restated Pledge Agreement shall be binding upon Borrower, and Borrower's successors and assigns. Borrower shall not assign or transfer any of its respective obligations hereunder without the prior written consent of Bank. Bank may at any time assign or transfer its interest herein and the transferee shall thereupon become vested with all of the rights and powers given to Bank herein. Any attempted assignment by Borrower in contravention of this Agreement shall be void and of no effect whatsoever. 16. Further Assurances. Upon request by Bank and at Borrower's sole expense, Borrower shall correct any defect or error that may be discovered in this Agreement or any other document, instrument or agreement contemplated herein or in the execution, acknowledgment or recording thereof. Upon request by Bank, Borrower shall also promptly execute, acknowledge, deliver, record, file and register any and do all such further acts, with respect to this Agreement or any other document, instrument or agreement contemplated herein and all continuations thereof, notices of assignment, transfers, certificates, assurances and other installments as Bank may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other document, instrument or agreement contemplated herein, (ii) to subject to valid and enforceable liens and security interests free and clear of all defects and encumbrances any of the collateral covered or now or hereafter intended to be covered by this Agreement or any other documents instrument or agreement contemplated herein, (iii) to perfect and maintain the validity, effectiveness and priority of this Agreement or any other document contemplated herein and any liens and security interest intended to be created thereby, and (iv) to better assure, assign, transfer, preserve, protect and confirm unto Bank the rights granted or now or hereafter intended to be granted to Bank under this Agreement or any document, instrument or agreement contemplated herein. 17. English Language. (a) This Agreement is made in English only. (b) No translation of this Agreement into Chinese or any other language shall be of any force or effect and shall be for convenience only. IN WITNESS WHEREOF, the parties hereto have executed this Pledge Agreement as of the date first above written. Alliance Semiconductor Corporation By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: President and CEO Alliance Semiconductor (S.A.) (Pty) Ltd By: /s/ N. Damodar Reddy ----------------------------------- Name: N. Damodar Reddy Title: Director Chinatrust Commercial Bank, Ltd., New York Branch By: /s/ John Teng ----------------------------------- Name: John Teng Title: Executive Vice President and General Manager EX-10.50 MATERIAL CO 7 ex1050.txt ASSET PURCHASE AGREEMENT WITH PULSECORE ASSET PURCHASE AGREEMENT dated as of January 17, 2002 by and between ALLIANCE SEMICONDUCTOR CORPORATION ("Buyer") and PULSECORE, INC. ("Seller") ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of January 17, 2002, by and between Alliance Semiconductor Corporation, a Delaware corporation (the "Buyer"), and PulseCore, Inc., a California corporation (the "Seller"). RECITALS A. The Seller conducts a business of providing electromagnetic interference suppression integrated circuits to manufacturers of computer peripherals and digital consumer products. B. Subject to the terms and conditions of this Agreement, Buyer is willing to purchase, and Seller is willing to sell, substantially all of the assets, rights, properties and business of Seller, subject to the liabilities thereof. TERMS, COVENANTS AND CONDITIONS 1. Definitions. For the purposes of this Agreement, the definitions set forth or cross-referenced below shall be applicable. 1.1 "Additional Payment" shall have the meaning set forth in Section 2.2(a) hereof. 1.2 "Additional Payment Date" shall have the meaning set forth in Section 2.2(a) hereof. 1.3 "Assets" shall have the meaning set forth in Section 2.1 hereof. 1.4 "Bill of Sale" shall have the meaning set forth in Section 2.3(b)(i). 1.5 "Closing" shall have the meaning set forth in Section 2.3(a) hereof. 1.6 "Closing Date" shall have the meaning set forth in Section 2.3(a) hereof. 1.7 "Contracts" shall have the meaning set forth in Section 2.1(e) hereof. 1.8 "Corporation" shall have the meaning set forth in Section 9.1 hereof. 1.9 "Damages" shall have the meaning set forth in Section 10.1 hereof. 1.10 "Employee Plan" shall have the meaning set forth in Section 9.1 hereof. 1.11 "ERISA" shall have the meaning set forth in Section 3.20 hereof. 1.12 "Established Damages" shall have the meaning set forth in Section 10.2 hereof. 1.13 "Financial Statements" shall have the meaning set forth in Section 3.8 hereof. 1.14 "Income Statement" shall have the meaning set forth in Section 3.8 hereof. 1.15 "Inventories" shall have the meaning set forth in Section 2.1(b) hereof. 1.16 "IRC" shall have the meaning set forth in Section 9.1. 1.17 "Liens" shall have the meaning set forth in Section 3.4 hereof. 1.18 "Notice of Claim" shall have the meaning set forth in Section 10.2 hereof. 1.19 "Proprietary Rights and Information Agreement" shall have the meaning set forth in Section 3.19 hereof. 1.20 "Purchase Price" shall have the meaning set forth in Section 2.2(a) hereof. 1.21 "Resolution Period" shall have the meaning set forth in Section 10.2 hereof. 1.22 "Schedule of Exceptions" shall mean the schedule of exceptions attached hereto as Exhibit 3 to the Seller's representations and warranties set forth in Section 3. 1.23 "Third-Party Claim" shall have the meaning set forth in Section 10.4 hereof. 2. Sale and Purchase of Assets. 2.1 Sale of Assets. On the terms and subject to the conditions of this Agreement and for the consideration set forth herein, Seller shall at the Closing, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the assets of Seller (the "Assets"). The Assets shall include, without limitation, all assets of Seller identified by the terms of this Agreement or described with particularity in Schedule 2.1 to this Agreement, as well as all other assets of Seller. If the assignment of an asset or contract is not effected at the Closing then the parties shall use their best efforts to obtain the assignment in the ordinary course of business thereafter. In the event that an assignment is ineffective then the purchase price herein shall not be affected except as to the rights in any patents herein assigned. The Assets shall include without limitation the following: (a) Real Property. All real property of Seller, including without limitation, all leases or rentals of real property by Seller (the "Real Property"). A list of all such Real Property, including a brief description of all improvements located thereon and the material terms of each such lease is attached hereto as Schedule 2.1(a). Copies of all leases to the Real Property have been furnished to Buyer. (b) Inventories. All inventories of raw materials, work-in-process, finished goods (including installation tooling), supplies and repair materials of Seller as of the Closing Date, whether on or within the Real Property, en route thereto or elsewhere (the "Inventories"). A summary by class of such items on hand as of November 30, 2001 is attached hereto as Schedule 2.1(b). (c) Fixed Assets and Tangible Personal Property. All fixed assets and tangible personal property of Seller (other than the Inventories), including without limitation, all machinery (including essential replacement parts), equipment, supplies, tools, tooling, furniture, fixtures, hardware, dies and spare parts. A list of such fixed assets and tangible personal property is attached hereto as Schedule 2.1(c). (d) Intangible Personal Property. All intangible property of Seller (whether owned, used, registered in the name of, or licensed by Seller or in which Seller otherwise has an interest and which are properly assignable by Seller), including without limitation, all patents, patent applications, software, trademarks and service marks, trade and other names (either registered, common law or registration applied for), copyrights, inventions, trade secrets, know-how, processes, manufacturing or marketing procedures, recipes, formulae, drawings, schematics, patterns, vendor lists, customer lists, customer files, customer records, trade and other association memberships and rights, and licenses and permits susceptible of transfer under regulatory agency rules. A detailed list of such assets is attached hereto as Schedule 2.1(d). (e) Company's Contracts. All rights to and duties under the contracts of Seller properly assignable by Seller and listed on Schedule 2.1(e), including without limitation all contracts necessary or desirable for the operation of the Seller's business and currently used by Seller in the course of Seller's business, such as rights to refunds, deposits and all other payments thereunder (collectively, the "Contracts"). (f) Other Assets. Any and all other assets, properties and business of Seller of every kind, character and description, whether tangible, intangible, real, personal or mixed, and wherever located or by whomever possessed, acquired for, useful in, or any way related to the Seller's business. 2.2 Purchase Price; Holdback; Adjustment to Purchase Price. (a) Purchase Price; Holdback. Subject to the adjustments set forth in Section Section 10 and the other terms and conditions of this Agreement, and in full consideration for the Assets: (a) Buyer shall pay (the "Purchase Price"): (i) $117,930.96 payable by check or wire transfer of immediately available funds at the Closing; and (ii) $4,760,115 pursuant to a Secured Promissory Note substantially in the form of Exhibit 2.2(a) (the "Additional Payment") on March 29, 2003 (the "Additional Payment Date"); and (b) Buyer shall assume certain liabilities of Seller pursuant to Section 2.2(b). (b) Assumption of Liabilities. In connection with the purchase and sale of the Assets pursuant to this Agreement, Buyer shall assume in writing at the Closing only those liabilities and obligations of Seller that are specifically described on Schedule 2.2(b) and as otherwise provided for herein (the "Assumed Liabilities"). No other liabilities or obligations of any nature, (including without limitation product liability) whether known or unknown, whether fixed or contingent, accrued or unaccrued, shall be assumed by Buyer in connection with the purchase and sale of the Assets hereunder, and such liabilities and obligations shall remain the responsibility of Seller. Seller shall indemnify and hold harmless Buyer against all such liabilities and obligations, including costs and expenses associated thereunder, as more fully provided in Section 10 hereof. 2.3 Closing. (a) Closing Date. The closing of the purchase and sale of the Assets (the "Closing") shall take place at the offices of Heller Ehrman White & McAuliffe LLP, 275 Middlefield Road, Menlo Park CA 94025 at 12:00 noon on January 17, 2002 or at such other place, date or time as Buyer and Seller may agree in writing. The date of the Closing shall constitute the "Closing Date." (b) Seller's Deliveries at Closing. At the Closing, Seller shall deliver or cause to be delivered to Buyer: (i) A Bill of Sale substantially in the form of Exhibit 2.3(b)(i), (the ----------------- "Bill of Sale") for the Assets; (ii) An Assignment of Trademarks substantially in the form of Exhibit 2.3(b)(ii); (iii) An Assignment of Patents substantially in the form of Exhibit 2.3(b)(iii); (iv) Certified resolutions of the Board of Directors and shareholders of Seller authorizing consummation of the transactions contemplated by this Agreement; (v) A compliance certificate pursuant to Section 5.3; (vi) Tax and secretary of state good standing certificates from the State of California for Seller as of a date not earlier than five business days before the Closing; (vii) All third-party consents, including without limitation from contract parties and governmental authorities, necessary for consummation of the transactions contemplated hereby; and (viii) Such other documents and instruments as shall be reasonably requested to effect the transactions contemplated hereby. Simultaneously with such deliveries, Seller shall take such steps as are necessary to put Buyer in actual possession and control of the Assets. (c) Buyer's Deliveries at Closing. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following instruments and documents against delivery of the items specified in Section 2.3(b): (i) A check in the amount of $117,930.96 payable to Buyer, or if payment of part of the Purchase Price is by wire transfer, evidence of the receipt of such wire transfer; (ii) A compliance certificate pursuant to Section 6.3; (iii) A Secured Promissory Note substantially in the form of Exhibit 2.2(a); -------------- and (iv) Such other documents and instruments as shall be reasonably requested to effect the transactions contemplated hereby. 2.4 Consent of Third Parties. Nothing in this Agreement shall be construed as an attempt or agreement to assign: (i) any Contract which is non-assignable without the consent of the party or parties thereto unless such consent shall have been obtained; or (ii) any Contract or claim as to which all of the remedies for the enforcement thereof enjoyed by Seller would not pass to Buyer as an incident of the assignments provided for by this Agreement. Seller shall cooperate with Buyer to obtain the consents of any other party required in connection with the transfer of any Contract requiring such consent and shall provide Buyer with all of the benefits enjoyed by Seller under any such Contract until consent to the assignment thereof is obtained. 3. Representations and Warranties of Seller. Except as set forth in Exhibit 3 attached hereto (the "Schedule of Exceptions"), Seller hereby - --------- represents and warrants to Buyer that: 3.1 Organization and Authority. Seller: (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of California; (ii) has all necessary corporate power to own and lease its properties, to carry on its business as now being conducted and to enter into and perform this Agreement; and (iii) is qualified to do business in all jurisdictions in which the failure to so qualify would have a material adverse effect on its business or financial condition. Seller has delivered to Buyer complete and correct copies of its Articles of Incorporation, as amended to date, Bylaws, as amended to date, stock records as in effect on the date hereof and the records of any and all proceedings and actions at all meetings of, or taken by written consent by, its Board of Directors and shareholders, from and after the inception of the Seller, in each case, certified as true, correct and complete by Seller's Secretary. 3.2 Authority Relating to this Agreement; No Violation of Other Instruments. (a) The execution and delivery of this Agreement and the performance hereunder by Seller have been duly authorized by all necessary corporate action on the part of Seller and, assuming execution of this Agreement by Buyer, this Agreement will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject as to enforcement: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors' rights; and (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law. (b) Neither the execution of this Agreement nor the performance hereof by Seller will: (i) conflict with or result in any breach or violation of the terms of any decree, judgment, order, law or regulation of any court or other governmental body now in effect applicable to Seller; (ii) conflict with, or result in, with or without the passage of time or the giving of notice, any breach of any of the terms, conditions and provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance upon any of the Assets pursuant to, any indenture, mortgage, lease, agreement or other instrument to which Seller is a party or by which it or any of the Assets are bound; (iii) permit the acceleration of the maturity of any material indebtedness of Seller or of any other person secured by the Assets; (iv) violate or conflict with any provision of Seller's Articles of Incorporation, Bylaws, or similar organizational instruments; or (v) give rise to any dissenter's rights to Seller's shareholders. (c) Subject to Section 2.4 above and unless otherwise set forth in agreements disclosed herein, no consent from any third party and no consent, approval or authorization of, or declaration, filing or registration with, any government or regulatory authority is required to be made or obtained by Seller in order to permit the execution, delivery or performance of this Agreement by Seller, or the consummation of the transactions contemplated by this Agreement. 3.3 Capitalization. The authorized capital stock of Seller is 5,260,115 shares of Series B Preferred Stock, of which 3,260,115 shares are issued and outstanding, 3,750,000 shares of Series A Preferred Stock, of which 3,750,000 shares are issued and outstanding, and 20,000,000 shares of Common Stock, of which 2,948,274 shares are issued and outstanding. The Schedule of Exceptions lists all of the shareholders of the Company and all other holders of warrants, options, agreements, convertible or exchangeable securities or other commitments pursuant to which the Company is or may become obligated to issue, sell, purchase, retire or redeem any shares of capital stock or other securities, with the number of shares owned by each such holder as of the date hereof. All such issued and outstanding shares have been duly authorized and validly issued, and are fully paid and non-assessable. 3.4 Ownership and Delivery of Assets. The Assets comprise all of the assets, rights and business of the Seller. Seller is the true and lawful owner of the Assets and except where otherwise disclosed herein or as otherwise set forth in written documentation provided to Buyer has all necessary power and authority to transfer the Assets to Buyer free and clear of all liens, charges, easements, security interests, mortgages, conditional sale contracts, equities, rights of way, covenants, restrictions, title defects, objections, claims or other encumbrances ("Liens"). No other person, including without limitation any officer, director, employee, or shareholder of Seller will have on the Closing Date, any direct or indirect interest in any of the Assets. Upon delivery to Buyer of the Bill of Sale and other instruments of conveyance with respect to the Assets on the Closing Date, Buyer will acquire good and valid title to the Assets free and clear of all Liens. 3.5 Compliance with Law. Seller holds, and has at all times since Seller's inception held, all licenses, permits and authorizations necessary for the lawful conduct of Seller's business wherever conducted pursuant to all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and subdivisions having, asserting or claiming jurisdiction over Seller or over any part of Seller's operations, and Seller knows of no violation thereof. The Schedule of Exceptions includes a true and complete list of such licenses, permits and authorizations. Seller is not in violation of any decree, judgment, order, law or regulation of any court or other governmental body (including without limitation, applicable environmental protection legislation and regulations, equal employment and civil rights regulations, wages, hours and the payment of social security taxes and occupational health and safety legislation), which violation could have a material adverse effect on the condition, financial or otherwise, Assets, liabilities, business, prospects or results of operations of Seller. 3.6 Investments in Others. Seller does not own or have any interest, directly or indirectly, in any other corporation, association, partnership, joint venture or other entity. Seller does not conduct any part of its business operations through any subsidiaries or through any other entity in which such Seller has an equity investment. 3.7 Property to Operate Business. The property of Seller listed on Schedules 2.1(a)-2.1(f) constitutes all property necessary to conduct Seller's - ---------------- ------ business as it is presently being conducted by Seller. 3.8 Financial Statements. Seller has delivered consolidated financial statements of Seller (the "Financial Statements") to Buyer as follows:

None of the Financial Statements has been audited. Each Financial Statement is in accordance with the books and records of Seller and fairly presents the financial position of Seller as of the date indicated, and the results of operations of Seller for the period indicated. The Financial Statements have been reviewed by the Seller's Chief Financial Officer and by the Company's bookkeeper who prepared the Financial Statements. - ------------------------------------------------------------------------------- 3.9 Absence of Undisclosed Liabilities. Except as set forth on Exhibit 3.8A or the Schedule of Exceptions, Seller does not have outstanding on the date hereof, any indebtedness or liability (fixed or contingent, known or unknown, accrued or unaccrued) other than those incurred since November 30, 2001 in the ordinary course of business, none of which shall be material to the condition, financial or otherwise, of the Assets, liabilities, business, prospects or results of operations of Seller. Between the date hereof and the Closing Date, Seller shall not, without the prior written consent of Buyer, incur or become subject to, or agree to incur or become subject to, any indebtedness or liability (fixed or contingent, known or unknown, accrued or unaccrued) other than those incurred in the ordinary course of business, none of which shall be material to the condition, financial or otherwise, of the Assets, liabilities, business, prospects or results of operations of Seller. 3.10 Tax Returns and Payments. The Schedule of Exceptions includes a true and complete list of all types of taxes paid or withheld or required to be paid or withheld by Seller in an amount exceeding $10,000 per year. All tax returns and reports with respect to Seller required by law to be filed under the laws of any jurisdiction, domestic or foreign, have been duly and timely filed and all taxes, fees or other governmental charges of any nature which were required to have been paid have been paid or provided for. Seller has no knowledge of any unpaid taxes or any actual or threatened assessment of deficiency or additional tax or other governmental charge or a basis for such a claim against Seller. Seller has no knowledge of any tax audit of Seller by any taxing or other authority in connection with any of its fiscal years, Seller has no knowledge of any such audit currently pending or threatened, and there are no tax liens on any of the properties of Seller, nor have any such liens been threatened. 3.11 Absence of Certain Changes or Events. Since November 30, 2001, except as contemplated by this Agreement, there have been no material changes in the condition, financial or otherwise, of the Assets, liabilities, business, prospects or the results of operations of Seller, other than changes in the ordinary course of business which in the aggregate have not been materially adverse. Without limiting the foregoing, since November 30, 2001, except as contemplated by this Agreement: (i) Seller has not entered into any transaction other than in the ordinary course of business; (ii) there have been no losses or damage to any of the Assets due to fire or other casualty, whether or not insured; (iii) there has been no increase or decrease in the rates of direct compensation payable or to become payable by Seller to any employee, agent or consultant (other than routine increases made in the ordinary course of business or pursuant to a collective bargaining agreement), or any bonus, percentage compensation, service award or other like benefit, granted, made or accrued to or to the credit of any such employee, agent or consultant, or any material welfare, pension, retirement or similar payment or arrangement made or agreed to be made by Seller (other than such events occurring pursuant to any previously existing benefit plan or collective bargaining agreement); (iv) Seller has not executed, created, amended or terminated any Contract except in the ordinary course of business; (v) Seller has not declared or paid any dividend or made any distribution on its capital stock, nor redeemed, purchased or otherwise acquired any of its capital stock; (vi) Seller has not received notice that there has been a cancellation of an order for its products or a loss of a customer of Seller, the cancellation or loss of which would materially adversely affect the condition, financial or otherwise, Assets, liabilities, business, prospects or results of operations of Seller; (vii) there has been no resignation or termination of employment of any officer or key employee of Seller and Seller does not know of the impending resignation or termination of employment of any officer or key employee of Seller; (viii) there has been no material change in the contingent obligations of Seller by way of guaranty, endorsement, indemnity, warranty or otherwise; (ix) there have been no loans made by Seller to its employees, officers or directors, other than travel advances and other advances made in the ordinary course of business which do not exceed $1,000 to any one person; (x) to the best of Seller's knowledge there has been no waiver or compromise by Seller of a material right or of a material debt owed to it; (xi) Seller has not made or agreed to make any disbursements or payments of any kind to any member or members of its Board of Directors; (xii) there have been no capital expenditures by Seller exceeding $10,000 in the aggregate; (xiii) there has been no change in accounting methods or practices (including without limitation, any change in depreciation or amortization policies or rates) by Seller; (xiv) there has been no revaluation by Seller of any of the Assets; (xv) there has been no sale or transfer of any of the Assets, except in the ordinary course of business; (xvi) there has been no loan by Seller to any person or entity; (xvii) there has been no commencement or notice of threat of commencement of any governmental proceeding against or investigation of Seller or its affairs; (xviii) there has been no revocation of license or right to do business granted to Seller; (xix) Seller has not paid any obligation or liability (fixed, contingent or otherwise) or discharged or satisfied any Lien, or settled any liability, claim, dispute, proceeding, suit or appeal pending or threatened against it, except for current liabilities incurred in the ordinary course of business; and (xx) there has been no agreement or commitment by Seller to do or perform any of the acts described in this Section 3.11. For purposes of this Section 3.11, financial changes shall be deemed material if they aggregate at least $10,000. 3.12 Inventories. The Inventories are of a quantity and quality useable and saleable in accordance with good business practices and represent a distribution of the types of inventories utilized in the business of Seller in accordance with good business practices. Additions and deletions from the Inventories since the date of Schedule 2.1(b) have been in the ordinary course of business. 3.13 Accounts Receivable. The accounts receivable of Seller set forth in the Financial Statements have been and are (as the case may be) collectible within 180 days from the Closing Date in amounts not less than the aggregate amounts thereof carried on the books of Seller reduced only by the reserves for discounts and bad debts taken on the balance sheet dated November 30, 2001. 3.14 Personal Property. Seller has good title, free and clear of all title defects, objections and Liens, including without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest-retaining arrangements, to any machinery, equipment, furniture, inventory and other personal property reflected on Schedules 2.1(b) and (c) or acquired after the date thereof, except for Liens incurred in the ordinary course of business since the date of Schedules 2.1(b) or (c). All such personal property is in reasonable operating condition, normal wear and tear excepted. All of the leases to personal property utilized in the business of Seller are valid and enforceable and are not in default. 3.15 Real Property. All of the leases to the Real Property are valid and enforceable and are not in default. The Real Property, the improvements located thereon, and the furniture, fixtures and equipment relating thereto (including plumbing, heating, air conditioning and electrical systems), conform to any and all applicable health, fire, safety, zoning, land use and building laws, ordinances and regulations. There are no outstanding contracts made by Seller for any improvements made to the Real Property which have not been paid for. 3.16 Patents, Trademarks, Trade Names and Copyrights. All patents, trademarks, trade names, copyrights, processes, designs, formulas, inventions, trade secrets, know-how, technology or other proprietary right which are necessary to the conduct of Seller's business are owned or are useable by Seller and are listed on Schedule 2.1(d). The conduct of any business conducted by Seller does not infringe any patent, trademark, trade name, copyright, trade secret, or other proprietary right of any other person. No litigation is pending or, to the knowledge of Seller, has been threatened against Seller or any officer, director, shareholder, employee or agent of Seller, for the infringement of any patents, trademarks or trade names of any other party or for the misuse or misappropriation of any trade secret, know-how or other proprietary right owned by any other party; nor, to the best knowledge of Seller, does any basis exist for any such litigation. To the best of Seller's knowledge, there has been no infringement or unauthorized use by any other person of any patent, trademark, trade name, copyright, process, design, formula, invention, trade secret, know-how, technology or other proprietary right belonging to Seller. 3.17 Product Warranties and Returns. Except for its standard warranty offered on its products and certain additional warranties related to its intellectual property, Seller has made no warranties or guarantees relating to its products. During the 12 month period ended November 30, 2001, Seller received no more than two end-user customer complaints pursuant to which Seller gave credit or accepted a product return, and such product returns involved products which were worth in the aggregate no more than $10,000. Product returns from wholesalers and retailers in that same period involved products which were worth in the aggregate no more than $10,000. 3.18 Litigation. Neither Seller nor any officer, director, shareholder, employee or agent of Seller is a party to any pending or, to the best of Seller's knowledge, threatened action, suit, proceeding or investigation, at law or in equity or otherwise in, for or by any court or other governmental body which could have a material adverse effect on: (i) the condition, financial or otherwise, Assets, liabilities, business, prospects or results of operations of Seller; or (ii) the transactions contemplated by this Agreement; nor, to the best of Seller's knowledge, does any basis exist for any such action, suit, proceeding or investigation. Seller is not and since inception of Seller has not been subject to any pending or threatened product liability claim; nor does any basis exist for any such claim. Seller is not subject to any decree, judgment, order, law or regulation of any court or other governmental body which could have a material adverse effect on the condition, financial or otherwise, Assets, liabilities, business, prospects or results of operations of Seller or which could prevent the transactions contemplated by this Agreement. 3.19 Protection of Intangible Property. The Schedule of Exceptions sets forth a true and complete list of all employees and consultants who have worked on or contributed (during the two years prior to this Agreement) to the development of Seller's technology, patents, trademarks, trade names, copyrights, trade secrets and other proprietary rights, including without limitation, Seller's software, firmware or hardware. Each of such persons has executed a proprietary rights and information agreement substantially in the form attached hereto as Exhibit 3.19A (the "Proprietary Rights and Information Agreement"). Such Proprietary Rights and Information Agreements are included in the Contracts. Seller's rights under such Proprietary Rights and Information Agreements are freely assignable to Buyer. Seller has delivered to Buyer complete and correct copies of such Proprietary Rights and Information Agreements. The Schedule of Exceptions sets forth, to the best of Seller's knowledge, a list of all persons or entities to whom Seller has disclosed any of its confidential proprietary rights, including without limitation source codes. None of such proprietary rights have been used, distributed or otherwise commercially exploited under circumstances which have caused, or with the passage of time could cause, the loss of patent, trademark, copyright or trade secret status. 3.20 Personnel. The Schedule of Exceptions includes a list of: (i) all Employee Plans (as defined in Section 9.2) and all contracts or agreements with directors, officers, employees or unions, or consulting agreements, to which Seller is a party or is subject as of the date of this Agreement; (ii) the names, current salary rates, bonuses paid during the last fiscal year, and accrued vacation and sick leave for all the employees of Seller; and (iii) all group insurance programs in effect for employees of Seller. Seller is not in default with respect to any of the obligations so listed. Seller has delivered to Buyer complete and correct copies of all such written obligations and complete summaries of all such oral obligations. Seller has no union contracts or collective bargaining agreements with, or any other obligations to, employee organizations or groups relating to Seller's business, nor is Seller currently engaged in any labor negotiations except in minor grievances not involving any employee organization or group, nor, to the knowledge of Seller, is Seller the subject of any union organization affecting its business. There is no pending or, to Seller's knowledge, threatened labor dispute, strike or work stoppage affecting Seller's business. All plans described on the Schedule of Exceptions are in full compliance with applicable provisions of the Employees Retirement Income Security Act of 1974 ("ERISA") and regulations issued under ERISA, and there is no unfunded liability with respect to such plans. The Schedule of Exceptions also lists the amount payable to employees of Seller under other fringe benefit plans. 3.21 Insurance. The Schedule of Exceptions includes a list of all insurance policies and bonds in force with respect to Seller showing for each such policy or bond: (i) the owner; (ii) the coverage of such policy or bond; (iii) the amount of premium properly allocable to such policy or bond; (iv) the name of the insurer; and (v) the termination date of the policy or bond. Copies of all such insurance policies and bonds have been furnished to Buyer. All such insurance policies and bonds are in full force and effect. The insurance coverage provided by such policies and bonds is adequate for the conduct of the business conducted by Seller in accordance with good business practices. 3.22 Business Practices. Neither Seller, nor any shareholder, director, officer, employee or agent of Seller, has made or caused to be made, directly or indirectly, the payment of any consideration, or offered or agreed to offer anything of value whatsoever, to any public official, candidate for public office, political party, or other third person in connection with the business or operations of Seller, or pertaining to Seller's relations with any customer, supplier, or creditor, in contravention of the law of any applicable jurisdiction. 3.23 Brokers and Finders. Neither Seller nor any shareholder, director, officer, employee or agent of Seller has retained any broker or finder in connection with the transactions contemplated by this Agreement. Seller will indemnify and hold Buyer harmless against all claims for brokers' or finders' fees made or asserted by any party claiming to have been employed by Seller or any shareholder, director, officer, employee or agent of Seller and all costs and expenses (including the reasonable fees of counsel) of investigating and defending such claims. 3.24 Order Backlog. The Schedule of Exceptions includes a list of the aggregate backlog of orders for Seller's products as of November 30, 2001, listed by product. All such orders have been or will be filled by Seller in the ordinary course of business, and Seller knows of no reason why any customer placing any such order may refuse delivery of the ordered products or fail timely to pay for such products in accordance with the terms of such orders. 3.25 Contracts. Neither Seller nor any other party to the Contracts is in default in performance of or not in compliance with any material provisions of such Contracts. Seller has no knowledge of any intent by any other party not to perform its obligations under any such Contract. Except as specified in the Schedule of Exceptions, Seller to the best of its knowledge has the right to assign all Contracts to Buyer pursuant to this Agreement and neither the assignment of such Contracts nor the consummation of the transactions contemplated by this Agreement permits, or to the best knowledge of Seller, would lead any party to such Contract, to terminate or alter such Contract. 3.26 Shareholders and Employees. Except for contracts related to the purchase and/or redemption of shares of Seller, none of the shareholders, directors or management personnel of Seller is presently a party to any transaction with Seller, including without limitation, any contract, agreement or other arrangement: (i) providing for the furnishing of services to or by; (ii) providing for rental of real or personal property to or from; or (iii) otherwise requiring payments to or from any shareholder, director or management personnel, or any member of the family of any shareholder, director or management personnel or any corporation, trust or other entity in which any shareholder, director or management personnel has a substantial interest or is an officer, director, investor or partner. 3.27 Absence of Environmental Liabilities. To the best of its knowledge, Seller has complied with all applicable environmental laws, orders, regulations, rules and ordinances adopted, imposed or promulgated by any governmental or regulatory entity relating to the Real Property, and has no other environmental liability. 3.28 Power of Attorney and Suretyships. Seller has no power of attorney outstanding, nor has any obligation or liability, either actual, accrued, accruing or contingent, as guarantor, surety, cosigner, endorser, co-maker, Seller or otherwise in respect of the obligation of any other person, corporation, partnership, joint venture, association, organization or other entity. 3.29 Negotiations with Other Parties. Seller is not presently conducting or contemplating negotiations with any other party regarding any acquisition, merger or similar transaction. 3.30 Accuracy of Documents and Information. The copies of all instruments, agreements, other documents and written information set forth as, or referenced in, Schedules or Exhibits to this Agreement or specifically required to be furnished pursuant to this Agreement to Buyer by Seller are and will be complete and correct in all material respects. All Schedules are as of a date no earlier than the date of this Agreement, and there will be no material changes in the information set forth in such Schedules prior to the Closing Date. No representations or warranties made by Seller in this Agreement, nor any document, written information, statement, financial statement, certificate, Schedule or Exhibit furnished directly to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein not misleading. There is no fact which materially and adversely affects Seller, its financial position, assets, liabilities, business, prospects or results of operations known to Seller which has not been expressly and fully set forth in this Agreement or the Exhibits and Schedules hereto. 4. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller that: 4.1 Organization and Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and authority to enter into and perform this Agreement. 4.2 Authority Relating to this Agreement; No Violation of Other Instruments. (a) Due Authorization. The execution and delivery of this Agreement and the performance hereunder by Buyer have been duly authorized by all necessary corporate action on the part of Buyer and, assuming execution of this Agreement by Seller, this Agreement will constitute a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject as to enforcement: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors' rights; and (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law. (b) No Conflicts. Neither the execution of this Agreement nor the performance hereof by Buyer will: (i) conflict with or result in the breach or violation of the terms of any decree, judgment, order, law or regulation of any court or other governmental body now in effect applicable to Buyer; (ii) conflict with, or result in, with or without the passage of time or the giving of notice, any breach of any of the terms, conditions and provisions of, or constitute a default under, any indenture, mortgage, lease, agreement or other instrument to which Buyer is a party or by which it is bound; or (iii) violate or conflict with any provisions of Buyer's Articles of Incorporation, Bylaws, or similar organizational instruments. (c) Payment Resources. Buyer has adequate means to make the payments contemplated herein. (d) Consents. No consent from any third party and no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required to be made or obtained by Buyer in order to permit the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated by this Agreement. 4.3 Brokers and Finders. Neither Buyer nor any shareholder, director, officer, employee or agent of Buyer has retained any broker or finder in connection with the transactions contemplated by this Agreement and Buyer will indemnify and hold harmless Seller against all claims for brokers' or finders' fees made or asserted by any party claiming to have been employed by Buyer or any shareholder, director, officer, employee or agent of Buyer and all costs and expenses (including the reasonable fees of counsel) of investigating and defending such claims. 5. Conditions to the Obligations of Buyer. Except as otherwise specifically set forth herein or as contemplated by this Agreement, all obligations of Buyer under this Agreement are subject to the fulfillment, prior to or at the Closing Date, of each of the following conditions: 5.1 Representations and Warranties True at Closing. The representations and warranties of Seller contained in this Agreement shall be deemed to have been made again at and as of the Closing Date and shall then be true in all respects. 5.2 Covenants Performed by Seller. Each of the obligations of Seller to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed. 5.3 Authority Relating to this Agreement; Compliance Certificate. All corporate and other proceedings (including without limitation shareholder approval) required to be taken by or on behalf of Seller to authorize Seller to execute, deliver and carry out this Agreement and to sell, transfer and deliver the Assets to Buyer in accordance with this Agreement shall have been duly and properly taken. Buyer shall have received a certificate of the President and Chief Financial Officer of Seller in the form of Exhibit 5.3, dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 5.1, 5.2 and 5.3. 5.4 Material Changes in Business of Company. Between the date of this Agreement and the Closing Date there shall have been no materially adverse change in the position, financial or otherwise, Assets, liabilities, business, prospects or the results of operations of Seller except for changes in the ordinary course of business or as permitted or contemplated by this Agreement. 5.5 No Action to Prevent Completion. There shall not have been instituted and be continuing or threatened any claim, action or proceeding which could have a material adverse effect on the condition, financial or otherwise, Assets, liabilities, business, prospects or results of operations of Seller, nor shall there have been instituted and be continuing or threatened any such claim, action or proceeding to restrain, prohibit or invalidate, or to obtain damages in respect of, the transactions contemplated by this Agreement or which might affect the right of Buyer after the Closing Date to own the Assets or to operate the business of Seller. 5.6 Consents. Except for those consents that are to be obtained by Buyer, Seller and Buyer shall have received all permits and authorizations necessary for the execution of this Agreement and the consummation of the transactions contemplated by this Agreement. 5.7 Tax Board Clearance. Buyer shall have received from Seller a tax clearance letter with respect to Seller, as of a date not more than three days before the Closing Date, of the California Franchise Tax Board. 5.8 Delivery of Closing Documents. Seller shall have delivered to Buyer the closing documents required to be delivered pursuant to Section 2.3(b) in form and substance satisfactory to Buyer and its counsel. 5.9 Offer Letters. Buyer shall have provided offer letters to all employees of Seller in substantially the form of Exhibit 5.9. 5.10 Non-Competition Agreements. Non-Competition Agreements in favor of Buyer effective as of the Closing shall have been received from Narendar Venugopal, Andrew Harris Zimmerman and Steven Ning Kao in substantially the form attached hereto as Exhibit 5.10. 5.11 Delivery of Completed Updated Schedules. Seller shall have delivered to Buyer at the Closing updated versions of all Schedules to this Agreement, current as of the Closing Date. 5.12 Failure of Conditions. In the event any one or more of the conditions set forth in this Section 5 is not satisfied within the dates required, Buyer, in its sole and absolute discretion, may elect: (i) to waive any such condition precedent; (ii) to terminate this Agreement pursuant to Section 11; or (iii) to postpone the Closing Date for a period not to exceed 30 days. 6. Conditions to the Obligations of Seller. Except as otherwise specifically set forth herein, all obligations of Seller under this Agreement are subject to the fulfillment and satisfaction, prior to or at the Closing, of each of the following conditions: 6.1 Representations and Warranties True at the Closing. The representations and warranties of Buyer contained in this Agreement shall be deemed to have been made again at and as of the Closing Date and shall then be true in all respects. 6.2 Covenants Performed by Buyer. Each of the obligations of Buyer to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed. 6.3 Authority Relating to this Agreement; Compliance Certificate. All corporate and other proceedings required to be taken by or on behalf of Buyer to authorize Buyer to execute, deliver and carry out this Agreement, shall have been duly and properly taken. Seller shall have received a certificate of the Chief Executive Officer of Buyer in the form of Exhibit 6.3, dated the Closing Date, certifying to the fulfillment of the conditions specified in Sections 6.1, 6.2 and 6.3. 6.4 No Action to Prevent Completion. There shall not have been instituted and be continuing or threatened any action or proceeding by or before any court or other governmental body to restrain, prohibit or invalidate, or to obtain damages in respect of, the transactions contemplated by this Agreement. 6.5 Delivery of Closing Documents. Buyer shall have delivered to Seller the closing documents required to be delivered pursuant to Section 2.3(c), in form and substance reasonably satisfactory to Seller and its counsel. 6.6 Failure of Conditions. In the event any one or more of the conditions set forth in this Section 6 is not satisfied within the dates required, Seller, in its sole and absolute discretion, may elect: (i) to waive any such condition precedent; (ii) to terminate this Agreement pursuant to Section 12; or (iii) to postpone the Closing Date for a period not to exceed 30 days. 7. Covenants of Seller. Seller covenants as follows: 7.1 Access to Properties and Records. Throughout the period between the date of this Agreement and the Closing Date, Seller shall give to Buyer and Buyer's authorized representatives full access, during reasonable business hours, in such a manner as not unduly to disrupt the normal business activities of Seller, to any and all of the properties, documents, books, records, commitments and affairs of Seller. Seller shall, at Seller's expense, arrange conferences between Buyer and its employees and bookkeepers respecting accounting and tax matters relating to Seller. Seller shall furnish to Buyer any and all financial, technical and operating data and other information pertaining to the business of Seller as Buyer may from time to time reasonably request, including without limitation, financial statements and schedules. Such access shall also include, but shall not be limited to, the placing of one or more employees or representatives of Buyer at the facilities of Seller for the purpose of enabling such employees to become familiar with the products, operations, assets and liabilities of Seller. Seller shall also provide or cause to be provided to Buyer at Seller's expense such copies or extracts of documents and records related to the Assets as Buyer reasonably may request. 7.2 Conduct of the Business Prior to Closing Date. Between the date of this Agreement and the Closing, and except as otherwise consented to or approved by an officer of Buyer in writing or as required by this Agreement: (a) Seller's business shall be operated in the ordinary course consistent with past practices and in a normal businesslike fashion (including, without limitation, its normal accounts receivable practice) and Seller shall take such actions as are in its business judgment reasonably necessary to facilitate a smooth transition of the operation of the business from Seller to Buyer at the Closing. Seller shall use its best efforts to preserve and maintain its goodwill, including relationships with employees, suppliers and customers. Seller shall maintain quantities of inventories in a manner consistent with prior practice and in a normal businesslike fashion. In addition, Seller shall maintain records and books of account consistent with past practices and in a normal businesslike fashion and shall continue to carry all of the insurance for its business described in the Schedule of Exceptions. (b) Seller shall not take any action which would cause any material change in any of the items and matters covered by the representations and warranties set forth in Section 3, including without limitation: (i) incurring or becoming subject to, or agreeing to incur or become subject to, any obligation or liability (absolute or contingent) related to Seller except current liabilities incurred, and obligations under contracts entered into, in the ordinary course of business consistent with past practices and provided specifically that Seller shall not enter into any loan or extension of loan with respect to any real or personal property for Seller's business without the prior written consent of Buyer; (ii) mortgaging, pledging or assuming any lien, charge or any other encumbrance, or the agreeing so to do, in respect to any of the Assets except in each case in the ordinary course of business consistent with past practices; (iii) waiving or compromising any material rights or any material debt owed to Seller; (iv) entering into any transactions other than in the ordinary course of business consistent with past practices and in a normal businesslike fashion; (v) increasing the rate of compensation payable or to become payable to any of the officers, employees or agents of Seller; (vi) terminating or amending any Contract; (vii) through negotiation or otherwise, making any commitment or incurring any liability or obligation to any labor organization; (viii) making, or agreeing to make, any accrual or arrangement for or payment of bonuses or special compensation of any kind to any of its officers or employees; (ix) directly or indirectly paying or making a commitment to pay any severance or termination pay to any of its officers or employees not in effect of the date of this Agreement; (x) directly or indirectly making or agreeing to make any disbursements or payments of any kind to any member of Seller's Board of Directors; (xi) introducing any new method of accounting with respect to Seller's business or any of the Assets or liabilities (assumed or not assumed), (including without limitation, any change in depreciation or amortization policies or rates); (xii) making any capital expenditures or entering into commitments for capital expenditures exceeding the aggregate amount of $10,000; (xiii) commencing or settling any litigation except those related to insured claims or arising in the ordinary course of business consistent with past practices; (xiv) declaring or paying any dividend or making any distribution on its capital stock, redeeming, purchasing or otherwise acquiring any of its capital stock; or (xv) discharging or satisfying any lien or encumbrance or paying any obligation or liability (absolute or contingent) other than as called for by the Agreement or current liabilities in the ordinary course of business. 7.3 Advice of Developments. Seller shall have a continuing obligation after the date of this Agreement to advise Buyer of all significant matters concerning the business of Seller. 7.4 Change of Name; Use of Materials. Seller shall, immediately after the Closing, amend its Articles of Incorporation to change its name to "Charon Pulse, Inc.". Seller shall discontinue using any materials bearing the name "PulseCore", including without limitation packaging, stationery and labels. 7.5 Acquisition, Merger or Similar Negotiations With Other Parties. From the date hereof until the earlier of termination of this Agreement or consummation of transactions contemplated thereby, neither Seller, nor any of its officers, directors, employees, representatives, agents or affiliates shall directly or indirectly encourage, solicit, initiate or conduct discussions or negotiations with, provide any information to, or enter into any agreement with, any corporation, partnership, person or other entity or group concerning (a) any merger, consolidation, sale of assets or other similar transaction involving Seller, or (b) a sale public offering involving Seller, except to the extent required by their fiduciary duties as determined by the Board of Directors of the Company after discussion with its counsel. 7.6 Satisfaction of Conditions. Seller shall in good faith proceed to take or cause to be taken all actions within its power necessary to satisfy all conditions to its obligations to close and consummate the transactions contemplated by this Agreement. 8. Covenants of Buyer. Buyer covenants to Seller as follows: 8.1 Satisfaction of Conditions. Buyer shall in good faith proceed to take or cause to be taken all actions within its power necessary to satisfy all conditions to its obligations to close and consummate the transactions contemplated by this Agreement. 8.2 Accounts Receivable. Buyer shall take all commercially reasonable steps, consistent with good business practice, to collect accounts receivable of Seller purchased by Buyer, and shall not offer discounts or reductions in the same without Seller's consent, which consent shall not be unreasonably withheld. 9. Employment Matters. 9.1 Employees. Concurrently with the making by Buyer of an offer to employees of Seller for employment with Buyer, Seller shall terminate the employment of all of its employees, which termination shall be effective no later than 12:01 a.m. on the Closing Date. Buyer shall make an offer of employment to all of Seller's employees, at the salary levels and on other terms and conditions to be determined in Buyer's sole discretion. Buyer shall have no liability for accrued wages (including salaries and commissions), severance pay, sick leave or other benefits, or Employee Plans of any type or nature on account of Seller's employment of or termination of such employees, and Seller shall indemnify Buyer and hold Buyer harmless against liability arising out of any claims for such pay or benefits or any other claims arising from Seller's employment of or termination of employment of such employees, as more fully set forth in the indemnification provisions in Section 10. 9.2 Employee Plans. Buyer is not assuming any of the Employee Plans of the Corporation (as each such term is hereafter defined), and Buyer shall have no liability whatsoever to employees of the Corporation (or to the Corporation) with respect to accrued or future benefits under any such Employee Plans, whether or not any of such employees are offered employment by or become employees of Buyer, and Seller shall defend, indemnify and hold Buyer harmless against any claims that it has liability under such Employee Plans as more fully set forth in Section 10 below. The term "Corporation" means Seller, any controlled group (within the meaning of Section 414(b) of the Internal Revenue Code of 1986, as amended ("IRC")) of which Seller is a member, all trades or businesses under common control (within the meaning of IRC Section 414(c)) of which Seller is a member and all affiliated service groups (within the meaning of IRC Section 414(m)) of which Seller is a member. The term "Employee Plan" includes all present and prior (including terminated and transferred) plans, programs, agreements, arrangements and methods of contributions or compensation (including all amendments to and components of the same, such as a trust with respect to a plan) providing any remuneration or benefits, other than current cash compensation, to any current or former employee of Seller or to any other person who provides services to Seller's business, whether or not such plan or plans, programs, agreements, arrangements and methods of contribution or compensation are subject to ERISA, and whether or not such plan or plans, programs, agreements, arrangements and methods of contribution or compensation are qualified under the IRC. The term Employee Plan includes, but is not limited to, pension, retirement, profit sharing, percentage compensation, stock purchase, stock option, bonus and non-qualified deferred compensation plans. The term Employee Plan also includes, but is not limited to, disability, medical, dental, workers compensation, health insurance, life insurance or other death benefits, incentive, severance plans, vacation benefits and fringe benefits. The term Employee Plan also includes any employee plan that is a multi-employer plan as defined in Section 3(37) of ERISA. 10. Indemnity and Set-Off. 10.1 Seller's Indemnity. Seller shall indemnify and hold harmless Buyer from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys' and witness fees incurred ("Damages") which arise out of: (i) the breach by Seller of any representation or warranty made by it pursuant to this Agreement, or any third-party allegation thereof; (ii) the non-performance, partial or total, of any covenant made by it pursuant to this Agreement, or any third-party allegation thereof; (iii) products manufactured, serviced and/or sold by Seller prior to the Closing; (iv) claims of any type or nature relating to the employment of Seller's employees by Seller or any termination of such employment; and (v) any other liability or obligation of Seller that is not specifically included in the Assumed Liabilities. 10.2 Notice. If at any time before the Additional Payment Date, Buyer suffers Damages, Buyer shall give Seller written notice thereof ("Notice of Claim") before the earlier of (i) the Additional Payment Date and (ii) 90 days after discovering or incurring such Damage. The Notice of Claim shall state in reasonable detail the nature of the claim, the specific provisions in this Agreement alleged to have been breached, and the amount of the claim for indemnification. Such amount shall represent the Buyer's good faith estimate of the Damages. The Seller shall have 30 days from receipt of the Notice of Claim to accept or reject, in writing, the claim for indemnification. The Buyer shall be deemed to have waived its right to indemnification for any Damages for which notice is not given in a timely manner as set forth herein. Any claim for Damages accepted by the Seller or any claim determined as valid under the claim procedure set forth below, shall be deemed "Established Damages" for the purposes of this Agreement. 10.3 Claims of Buyer and Seller. If a Notice of Claim is given pursuant to Section 10.2 above, and no rejection is received within the 30 day period specified above, then the Seller shall be deemed to have accepted such claim. If the Seller rejects a claim within such 30 day period, the parties shall, in good faith, attempt to negotiate a resolution of such claim within 60 days thereafter (the "Resolution Period"). If the parties do not reach resolution during the Resolution Period, then the Buyer may, within 30 days after the end of the Resolution Period proceed to submit the controversy to arbitration under the rules then in effect of the American Arbitration Association. The Buyer shall be deemed to have waived its right to indemnification for any Damages if the Buyer does not submit such controversy to arbitration within such period. The determination of the arbitrator(s) shall be binding, final and conclusive on the parties. The expenses in connection with any arbitration shall be borne equally by the parties unless determined otherwise by the arbitrator(s). If as a result of such arbitration it is determined that the Seller is obligated for such Damages, the amount set by such arbitration shall be the amount of the Established Damages and the Seller shall owe such amount. If as a result of such arbitration it is determined that the Seller has no obligation to indemnify, the Seller shall have no further liability on the claim. 10.4 Claims of Third Parties. If, on or before the Additional Payment Date, a claim for indemnification arises out of a claim by a third party, including without limitation any governmental agency, body or authority (a "Third Party Claim") then, in the Notice of Claim, the Buyer shall state in reasonable detail the nature of the claim and specific provisions of the Agreement which have been breached (if applicable). Such notice shall be given in accordance with Section 10.2 above and shall specify whether the Buyer intends to defend the claim. If the claim has resulted in the commencement of litigation, the Buyer shall take all necessary legal steps to preserve the legal rights of the Seller until such time as the Seller is able to assume or participate in the defense of the litigation. If the Buyer elects to defend the claim, the Seller shall have the right to participate in the defense of the claim. If the Buyer does not elect to defend the claim, the Seller shall have the obligation to defend the claim but only to the extent of the limitation on indemnification set forth in Section 10.6 (with the Buyer having the obligation thereafter) and every attorneys' fee, loss, cost and expense shall be advanced by Buyer and charged against the Additional Payment and the Buyer shall have the right to participate in such defense and hereby agrees to cooperate with the Seller and make available to it or its counsel all records and other material reasonably required to defend the claim. If the Buyer is defending the claim, the Seller shall be given written notice of any bona fide settlement offers received with respect to the claim. Within 5 days of receipt of such offer, the Seller may elect in writing to accept the settlement offer. If the Seller wishes to accept such settlement offer, then the claim shall be subject to a maximum indemnification in the amount of the settlement offer and the right to such indemnification of the Buyer shall be deemed established in such amount. So long as the Seller may continue to have liability for such claim, the Buyer shall not have the right to settle such claim without the prior written consent of the Seller. So long as a Third-Party Claim is pending, the Buyer shall hold in abeyance its claim for indemnification. If a settlement is reached which results in any liability on the part of the Seller, or if a judgment is rendered against the Buyer which is not properly appealed or appealable, then the Buyer shall be entitled to assert its claim for indemnification. Each party shall be responsible for its own costs and expenses including legal fees incurred in defending such Third Party Claim, except that the Seller shall pay the reasonable attorneys' fees: (a) for taking legal actions necessary to preserve the legal rights of the Seller in connection with defending the claim of the Buyer; and (b) which are found to be indemnifiable under this Agreement. Notwithstanding anything in this Agreement to the contrary, the extent of Seller's indemnification hereunder (including legal fees and costs associated with any Third-Party Claim) shall not exceed the limitation on indemnification set forth in Section 10.6, as said amount is reduced by any prior Established Damages. 10.5 Set-Off. Buyer shall set off the amount of any claim for indemnity under this Section 10 against the Additional Payment, subject to the limitations set forth in Section 10.6. 10.6 Limitation on Indemnification. Absent fraud, in no event shall the aggregate liability of Seller for its fees, costs and indemnification, including but not limited to any Established Damages, and for any other breach or alleged breach of this Agreement by Seller or any officer, director, employee, agent or shareholder of Seller, reduce the Additional Payment by more than 15%. The Buyer shall no longer have a right to assert a claim for indemnification under this Agreement after the Additional Payment Date; provided, however, that Seller's indemnification of Buyer against any of Seller's tax liabilities shall survive for the statutory period of limitations of such taxes. 10.7 Extension of Additional Payment Date. If the Buyer brings a claim for indemnification under this Agreement prior to the Additional Payment Date, but such claim is not finally and fully resolved pursuant to the provisions of this Section 10 on or before the Additional Payment Date, the Buyer may withhold payment of the portion of the Additional Payment in controversy, subject to the limitations set forth in Section 10.6, until such controversy has been finally and fully resolved. 11. Termination. 11.1 Mutual Agreement. This Agreement may be terminated and abandoned at any time prior to the Closing Date by the written agreement of Seller and Buyer. 11.2 Termination by Buyer. This Agreement may be terminated by Buyer if on the Closing Date the conditions set forth in Section 5 of this Agreement shall not have been met by Seller or waived by Buyer. 11.3 Termination by Seller. This Agreement may be terminated by Seller if on the Closing Date the conditions set forth in Section 6 of this Agreement shall not have been met by Buyer or waived by Seller. 11.4 Confidentiality and Effect of Termination. In the event that this Agreement is terminated, each of the parties shall return (without retaining copies) all documents and papers containing confidential information (including without limitation technical information, customer lists, financial data and any similar information developed by another party pursuant to this Agreement or in contemplation of the transactions contemplated by this Agreement) and shall neither use nor disclose any such information, except to the extent that such information is available to the public or is otherwise rightfully obtained. In the event of termination of this Agreement pursuant to this Section 11, neither party shall have any obligation to the other whatsoever with respect to this Agreement, the transactions provided for herein, or (subject to the terms of that certain Letter of Intent dated October 25, 2001 by and between the parties) the expenses either of them incurred in connection with or in contemplation of such transactions. 12. Miscellaneous. 12.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties; provided, however, that the rights and duties of Seller under this Agreement may not be assigned. Buyer may novate, in whole or in part and to one or more third parties, any of its rights or obligations under this Agreement. 12.2 Allocation of Purchase Price. Schedule 12.2 constitutes the allocation agreed to by Seller and Buyer of the Purchase Price among the various items included in the assets and business being transferred by Seller to Buyer. Buyer and Seller shall file all tax returns and reports in a manner consistent with Schedule 12.2. 12.3 Prorations. All items of income or expense relating to the Assets and business being transferred pursuant to this Agreement which properly apply to periods commencing prior to and ending after the Closing Date shall be prorated as of the Closing Date, with the benefit of income and the burden of expenses with respect to the Closing Date to be for the account of Buyer; provided, however, that reasonable business expenses of the Seller prior to the Closing Date, shall be loaned to the Seller and that the amount of such loan shall become an assumed liability of the Seller by the Buyer, and provided, further that proceeds of any sales that accrue prior to the Closing Date shall be added to the Financial Statements as accounts receivable and are purchased herein. Such items of income or expense shall include without limitation, the following, which shall be governed by any special proration principles set forth below: (a) Current real and personal property taxes. In the event that such taxes are not determinable on the Closing Date, such taxes shall be tentatively prorated upon the basis of taxes for the preceding tax year and appropriate adjustments shall be made when such taxes are finally determined. (b) Salaries and Benefits. Salaries, bonuses and any other fringe benefits assumed by Buyer pursuant to this Agreement. (c) Insurance. Premiums of any insurance policies transferred to Buyer pursuant to this Agreement. (d) Utility charges. Buyer and Seller shall cooperate so as to cause utility companies to read all utility meters on the morning of the Closing Date so as to minimize the need for such proration. 12.4 Confidentiality. Neither party shall issue a press release or otherwise publicize the transactions contemplated by this Agreement or otherwise disclose the nature or contents of this Agreement on or prior to the Closing Date except as otherwise required by applicable law, regulation, or stock exchange requirement or approved by the other party hereto. No information, documents or reports provided to or obtained by either party in connection with this transaction shall be disclosed to any non-party except as required in carrying out the transactions contemplated hereby. 12.5 Transfer and Corporate Taxes. Any corporate tax, or sales, use, or other transfer taxes arising out of or incurred in connection with the transactions contemplated by this Agreement shall be paid by Seller; provided, however, that the Buyer shall pay up to $150,000 of such taxes incurred by Seller. 12.6 Expenses. Except as otherwise expressly provided herein, each party will pay its own costs and expenses, including legal and accounting expenses, related to the transactions provided for herein, irrespective of when incurred; provided, however, that whether or not the transactions contemplated by this Agreement are consummated, Buyer shall pay the reasonable legal and accounting fees and expenses incurred by Seller, including fees paid to Wit Soundview pursuant to its agreement with Seller, as amended in an agreed amount as set forth in the Financial Statements, and those of Russo & Hale LLP in an aggregate amount not to exceed the amount agreed to from time to time by Buyer and Russo & Hale LLP; provided further, however, that if the transactions contemplated by this Agreement are consummated, Buyer shall pay all reasonable operating expenses incurred by Seller after the Closing, including all expenses incurred in the dissolution of Seller after the Additional Payment Date and fees and expenses of legal counsel to Seller, which such counsel shall be selected by Buyer and reasonably acceptable to Redwood Ventures Partners. 12.7 Further Assurances. Seller will from time to time subsequent to the Closing Date, at Buyer's request and without further consideration, execute and deliver such other instruments of conveyance, assignment and transfer and take such other actions as Buyer may reasonably request in order more effectively to convey, assign, transfer to and vest in Buyer, the Assets and the right to operate the business of Seller. 12.8 Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given on the date of service if served personally or by facsimile, or five days after the date of mailing if mailed, by first class mail, registered or certified, postage prepaid. Notices shall be addressed as follows: To Buyer at: Alliance Semiconductor Corporation 2575 Augustine Drive Santa Clara, CA 95054 Attention: Bradley Perkins Fax: (408) 855-4981 with a copy to:Heller Ehrman White & McAuliffe LLP 275 Middlefield Road Menlo Park, California 94025-3506 Attention: Peter N. Townshend Fax: (650) 324-0638 To Seller at: PulseCore, Inc. 3160 De La Cruz Boulevard Suite 200 Santa Clara, CA 95054 Attention: Narendar Venugopal, President Fax: 408-748-0009 With a copy to:Russo & Hale, LLP 401 Florence St. Palo Alto, CA 94301 Fax: (650) 327-3737 Attention: Ted Sorensen Fax: (650) 327-3737 or to such other address as a party has designated by notice in writing to the other party in the manner provided by this Section 12. 12.9 Entire Agreement and Modification. This Agreement constitutes and contains the entire agreement of the parties and supersedes any and all prior negotiations, correspondence, understandings and agreements between the parties respecting the subject matter hereof. This Agreement may only be amended by written instrument signed by the parties. 12.10 Survival of Terms. All warranties, representations and covenants contained in this Agreement and any certificate or other instrument delivered by or on behalf of the parties pursuant to this Agreement shall be continuous and shall survive the Closing. 12.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts entered into and wholly to be performed in the State of California by California residents. 12.12 Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the fullest extent possible. 12.13 Headings. The headings appearing at the beginning of several sections contained herein have been inserted for the convenience of the parties and shall not be used to determine the construction or interpretation of this Agreement. 12.14 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which when taken together shall constitute one and the same instrument. [Signature Page Follows] SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above set forth. 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