Third Amendment To Cirent Joint Venture Formation Agreement

Exhibit 10
AMENDMENT NO. 3 TO JOINT VENTURE FORMATION AGREEMENT ("Amendment No of August 21, 1997, by and among Lucent Technologies Inc., a Delaware corpo ("Lucent"), as assignee and successor in interest, by duly acknowledged ass AT&T Corp., a New York Corporation ("AT&T"), ATOR Corp., a New York corpora Cirrus Logic, Inc., a California corporation ("Cirrus"), and Ciror, Inc., a corporation ("CIROR").


WHEREAS, the parties now desire to modify and supplement certain of Agreements among them referenced in the Joint Venture Formation Agreement ( Agreement"), dated as of October 23, 1995, by and among AT&T (now Lucent), and CIROR, as amended by Amendments Nos. 1 and 2 to said JV Agreement, by a parties, dated May 1 and July 31, 1996, respectively, specifically, the Gen Partnership Agreement, the IC Wafer Supply Agreement, and the Technical Tra Agreement, as well as to further amend said JV Agreement hereby as necessar consistent therewith;


NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements hereinafter set forth, and intending to be legally bound hereby, hereto agree, subject to the terms and conditions contained herein, as foll


1. Definitions. Capitalized terms or terms with initial capitals not otherwise defined herein will have the meanings assigned to them in the


2. The JV Agreement. The JV Agreement is deemed, and hereby is, a following respects:


(a) Section 3.02 (Annual Plan), subsection (a) is amended to change the fiscal year of the Partnership for general accounting purposes from a calen year period to an annual period commencing October 1 of each year, effectiv as of October 1, 1996, and the quarterly dates for review and update of the Annual Plan by the Board of Governors of the Partnership are hereby changed accordingly. The annual date for ratification or amendment of the Annual P is hereby changed from January 1 to September 1 of each calendar year. In addition, it is agreed hereby, by way of clarification, that the term "the fiscal year next succeeding the last year then covered by the Annual Plan" used in said Section 3.02(a) shall refer to the fiscal year immediately following the current fiscal year covered by the Annual Plan. The Partners will remain on a calendar year basis for tax purposes.


(b) Sections 3.02 (Annual Plan), 4.03 (Intellectual Property) and 4.04 (Operation of Plant and Business), as well as the Annual Plan itself, are deemed, and hereby are, amended as necessary to effect the modifications an supplements to the specific Material Agreements as set forth in Sections 4 5 below.


(c) Section 4.04 (c) (Costs) (ii)(a) (OR2 Working Capital) is amended to a


"Effective October 1, 1998, the working capital required with respect to OR be provided by the Lucent Partner and the Cirrus Partner in proportion to t respective Take or Pay obligations under the IC Wafer Supply Agreement, as amended."


3. The General Partnership Agreement ("GPA"). The GPA, dated as o between ATOR and CIROR, is deemed, and hereby is, amended in the following


(a) Section 1.01 (Definitions) is amended to change the Fiscal Year of the Partnership as therein defined for general accounting purposes in accordanc with Section 2(a) above of this Amendment No. 3 and all references to "Fisc Year" in the GPA are deemed modified accordingly, effective as of October 1 1996. For tax purposes the Partnership will remain on a calendar year basi


(b) Section 5.02 is amended to add the following:


"Such agreement or consent shall not unreasonably be withheld with respect sale of the transferring Partner's interest, provided, without limitation,


(a) Any such proposed sale must be of the transferring Partner's entire in in the Partnership and include substitution of the new Partner for the transferring Partner;


(b) In the case of CIROR, such interest shall not include any technologies available pursuant to Amendment No. 3 to the Joint Venture Agreement, inclu the Appendices thereto (other than 0.18 micron technology as defined in the Technical Transfer Agreement, as amended, provided that available equivalen versions, as therein defined, then exist); and


(c) Such transferring Partner shall not be in default of any of its paymen other obligations under the Joint Venture Agreement, as amended, or any of Material Agreements referenced therein, and in the case of CIROR and Cirrus Inc., shall be in compliance with all requirements of the Cirrus Asset Leas the Cirrus Guaranty, including the obtaining of any consents required there


4. The Technical Transfer Agreement ("TTA"). The TTA, effective a 1996, by and among Lucent, Cirent Semiconductor ("Cirent") and Cirrus, is d hereby is, amended by incorporating therein, effective concurrently herewit Supplemental Agreement, a copy of which is annexed hereto and made a part h Appendix A.


5. The IC Wafer Supply Agreement ("WSA"). The WSA, made as of Aug and among Lucent, Cirrus and Cirent, is deemed, and hereby is, amended as f


(a) Section 2.0(b) is amended to add the following:


"Such agreement by the other Purchaser to any such proposed foundry basis s the original Purchaser shall not unreasonably be withheld; provided, howeve such prior agreement shall not be required for foundry services within the following requirements:


(i) Such foundry basis sale by Cirrus may not include Wafers produced using any technologies made available pursuant to Amendment No. 3 to the Joint Venture Agreement, including the Appendices thereto (other than 0.18 micron technology as defined in the Technical Transfer Agreement, as amended, provided that available equivalent versions, as therein defined, then exist);


(ii) The other Purchaser shall be entitled, upon request, to full prior disclosure of the process, technology and audit terms of such proposed foundry basis sale;


(iii) The original Purchaser shall hold harmless and indemnify the other Purchaser and Supplier from and against all liabilities, losses, damages, claims or demands arising out of or in any way related to any such foundry basis sale and the transaction involved therein, except for those arising from such other Purchaser's or Supplier's fault;


(iv) The original Purchaser shall be the exclusive interface for the foundry basis sale and shall bear all additional costs arising from such foundry transaction;


(v) Disclosure to the foundry customer of design rules or other technical information necessary for such foundry basis sale shall be pursuant to a non-disclosure agreement, agreed upon by Cirrus and Lucent, limiting use of such information to fabrication of Supplier;


(vi) All foundry basis sale agreements shall include terms requiring compliance with US Export Laws and Regulations; and


(vii) Information which Cirrus may provide to prospective or actual foundry customers shall be limited to the following, unless otherwise agreed by Lucent, such agreement not to be unreasonably withheld:


- - Design rules - - Electrical parameters - - Extraction Models (e.g. SPICE) - - A coarse process flow to be mutually agreed upon by Cirrus and Lucent - - A physical cross section


(b) The Wafer Purchase obligations and the Take or Pay Principles Section 2 and Exhibit A thereof, respectively, as well as the payment sched in Exhibit B thereof, are modified by incorporating therein, effective conc herewith, as Exhibit AB the Supplemental Take or Pay Principles and payment copy of which is annexed hereto and made a part hereof as Appendix B.


6. Closing. The parties will execute this Amendment No. 3 by thei authorized representatives, and Cirent will acknowledge same as indicated b closing to be held at the offices of Cirent, 9333 South Young Parkway, Orla 32819, on August 21, 1997, at 10:00 a.m. local time, or at such other place as the parties hereto mutually agree upon. Such execution, the obligations ATOR and Cirent, individually and collectively, to close, and the continuat of this Amendment No 3 are expressly conditioned upon the following payment Cirent, representing the total amounts past or currently due from Cirrus un the Material Agreements.


(a) The sum of $45.3 million, representing Wafer payments due unde or before said closing date; and


(b) The sum of $25 million, representing the balance of Wafer paym the WSA, installation cost obligations and working capital requirements, on October 1, 1997.


Such payments will be made by wire transfer to a designated Cirent bank acc be otherwise directed by Lucent, ATOR or Cirent.


7. General. Except as specifically amended or modified hereby, al conditions of the JV Agreement and the Material Agreements remain in full f effect.


IN WITNESS HEREOF, this Amendment No. 3 has been duly executed by a each of the parties hereto, and duly acknowledged and agreed to by Cirent, set forth above.


LUCENT TECHNOLOGIES INC.


By: /s/John T. Dickson


Name: John T. Dickson


Title: V.P., Integrated Circuits Division


ATOR CORP.


By: /s/Dennis M. Hill


Name: Dennis M. Hill


Title: President


CIRRUS LOGIC, INC.


By: /s/Michael L. Hackworth


Name: Michael L. Hackworth


Title: CEO and Chairman


CIROR, INC.


By: /s/Michael L. Hackworth


Name: Michael L. Hackworth


Title: CEO and Chairman


ACKNOWLEDGED AND AGREED TO:


CIRENT SEMICONDUCTOR G.P.


By: /s/Dennis M. Hill


Name: Dennis M. Hill


Title: Chairman of Board of Governors


SUPPLEMENTAL AGREEMENT
TO
TECHNICAL TRANSFER AGREEMENT


THIS SUPPLEMENTAL AGREEMENT ("TTA Supplement") is made and entered August 21, 1997 by and among Lucent Technologies Inc., a Delaware corporati Cirrus Logic, Inc., a California corporation ("CIRRUS"), and Cirent Semicon New York general partnership ("LICENSEE"), as a supplement to the Technical Agreement ("TTA"), effective as of June 30, 1996, by and among said parties to Amendment No. 3 to the Joint Venture Formation Agreement ("Amendment No. concurrently herewith, by and among LUCENT, CIRRUS, ATOR Corp. a New York c ("ATOR") and Ciror, Inc., a California corporation ("CIROR").


WHEREAS, the parties now desire, among other matters, to modify and said TTA consistent with further agreements and understandings between them


NOW, THEREFORE, in consideration of the mutual covenants and agreem hereinafter set forth, and intending to be legally bound hereby, t ...