EX-10.1 SECOND AMENDMENT TO CREDIT AGREEMENT



 





Exhibit 10.1



SECOND AMENDMENT TO CREDIT AGREEMENT




     SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as
of August 5, 2004, among FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC., a
Delaware corporation (“Holdings”), FAIRCHILD SEMICONDUCTOR CORPORATION, a
Delaware corporation (the “Borrower), the lenders party to the Credit Agreement
referred to below from time to time (the “Lenders”), and DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Administrative Agent (in such capacity, the
“Administrative Agent”). Unless otherwise defined herein, capitalized terms
used herein and defined in the Credit Agreement are used herein as therein
defined.



W I T N E S S E T H :




     WHEREAS, Holdings, the Borrower, the Lenders, the Administrative Agent,
the Syndication Agent and the Co-Documentation Agents have entered into a
Credit Agreement, dated as of June 19, 2003; and



     WHEREAS, subject to the terms and conditions set forth below, the parties
hereto wish to amend certain provisions of the Credit Agreement as provided
herein;



     NOW, THEREFORE, it is agreed;


A. Amendments to the Credit Agreement




     1. Section 1.01 of the Credit Agreement is hereby amended by inserting the
following new clause (f) at the end thereof:




     “(f) On the Second Amendment Effective Date, all outstanding B-1
Term Loans of each Lender that has theretofore executed and delivered a
counterpart of the Second Amendment to the Administrative Agent in
accordance with the terms thereof (each such Lender, a “Second Amendment
Consenting Lender” and, collectively, the “Second Amendment Consenting
Lenders”) shall be automatically converted into new term loans hereunder
(each such term loan, a “Converted B-2 Term Loan” and, collectively, the
“Converted B-2 Term Loans”). On or after the Second Amendment Effective
Date, each Second Amendment Consenting Lender which holds a B-1 Term Note
shall be entitled to surrender such B-1 Term Note to the Borrower against
delivery of a B-2 Term Note completed in conformity with Section 1.05;
provided that if any such B-1 Term Note is not so surrendered then from
and after the Second Amendment Effective Date such B-1 Term Note shall be
deemed to evidence the Converted B-2 Term Loans into which the B-1 Term
Loans theretofore evidenced by such B-1 Term Note have been converted.
Subject to and upon the terms and conditions set forth herein, each
Lender with a B-2 Term Loan Commitment severally agrees to make a term
loan or term loans (each, an “Additional B-2 Term Loan” and,
collectively, the “Additional B-2 Term Loans” and, together with the
Converted B-2 Term



 









 






Loans, the “B-2 Term Loans”) to the Borrower, which Additional B-2 Term
Loans shall be incurred pursuant to a single drawing on the Second
Amendment Effective Date. All B-2 Term Loans (i) shall be denominated in
Dollars, (ii) except as hereinafter provided, shall, at the option of the
Borrower, be incurred and maintained as, and/or converted into, Base Rate
Loans or Eurodollar Loans, provided that, except as otherwise
specifically provided in Section 1.10(b), all B-2 Term Loans comprising
the same Borrowing shall at all times be of the same Type, and (iii)
shall be made by each such Lender in that aggregate principal amount
which equals the B-2 Term Loan Commitment of such Lender on the Second
Amendment Effective Date. Once repaid, B-2 Term Loans incurred hereunder
may not be reborrowed. Notwithstanding anything to the contrary
contained in this Agreement (including, without limitation, in Section
4.02), the proceeds of the Additional B-2 Term Loans (if any) shall be
immediately applied by the Borrower to repay all outstanding B-1 Term
Loans of Second Amendment Non-Consenting Lenders (if any) on the Second
Amendment Effective Date.”



     2. Section 1.03(a) of the Credit Agreement is hereby amended by inserting
the text “, B-2 Term Loans” immediately after the text “B-1 Term Loans”
appearing in clause (iii) of the second sentence of said Section.



     3. Section 1.05(a) of the Credit Agreement is hereby amended by (i)
deleting the word “and” appearing at the end of clause (iii) of said Section
and (ii) inserting the following new clause (v) immediately before the period
appearing at the end of said Section:





	 	 	“, and (v) in the case of B-2 Term Loans, by a promissory note duly
executed and delivered by the Borrower substantially in the form of
Exhibit B-5, with blanks appropriately completed in conformity herewith
(each a “B-2 Term Note” and, collectively, the “B-2 Term Notes”)”.





     4. Section 1.05(b) of the Credit Agreement is hereby amended by inserting
the following new sub-clause (C) at the end thereof.




     “(C) The B-2 Term Note issued to each Lender that has a B-2 Term
Loan Commitment or outstanding B-2 Term Loans shall (i) be executed by
the Borrower, (ii) be payable to such Lender or its registered assigns
and be dated the Second Amendment Effective Date (or, if issued after the
Second Amendment Effective Date, be dated the date of issuance thereof),
(iii) be in a stated principal amount equal to the B-2 Term Loans of such
Lender on the Second Amendment Effective Date (or, if issued after the
Second Amendment Effective Date, be in a stated principal amount equal to
the outstanding B-2 Term Loans of such Lender at such time) and be
payable in the outstanding principal amount of B-2 Term Loans evidenced
thereby, (iv) mature on the B-2 Term Loan Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect
of the Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01, and mandatory repayment as provided in Section 4.02, and
(vii) be entitled to the benefits of this Agreement and the other Credit
Documents.”



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     5. Section 1.07 of the Credit Agreement is hereby amended by (i) inserting
the text “, B-2 Term Loans” immediately after the text “B-1 Term Loans”
appearing in the first sentence of said Section and (ii) inserting the text “,
B-2 Term Loan Commitments” immediately after the text “B-1 Term Loan
Commitments” appearing in the first sentence of said Section.



     6. Section 3.03 of the Credit Agreement is hereby amended by inserting the
following new clause (e) at the end of said Section:




     “(e) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total B-2 Term Loan Commitment (and
the B-2 Term Loan Commitment of each Lender) shall terminate in its
entirety on the Second Amendment Effective Date (after giving effect to
the incurrence of B-2 Term Loans on such date).”



     7. Section 4.01(a) of the Credit Agreement is hereby amended by (i)
inserting the text “ B-2 Term Loans,” immediately after the text “B-1 Term
Loans,” appearing in clause (i) of said Section, (ii) deleting the text “or B-1
Term Loans” appearing in clause (ii)(x) of said Section and inserting the text
”, B-1 Term Loans or B-2 Term Loans” in lieu thereof, (iii) deleting the word
“and” appearing at the end of clause (iv) of said Section and (iv) inserting
the text “; and (vi) each voluntary prepayment of B-2 Term Loans pursuant to
this Section 4.01(a) shall be applied to reduce the then remaining B-2
Scheduled Repayments on a pro rata basis (based upon the then remaining unpaid
principal amounts of such B-2 Scheduled Repayments after giving effect to all
prior reductions thereto)” immediately after clause (v) of said Section.



     8. Section 4.01(b) of the Credit Agreement is hereby amended by inserting
the following new sentence at the end thereof:





	 	 	“Each prepayment of any B-2 Term Loans pursuant to this Section 4.01(b)
shall be applied to reduce the then remaining B-2 Scheduled Repayments of
the B-2 Term Loans on a pro rata basis (based upon the then remaining
unpaid principal amounts of such B-2 Scheduled Repayments after giving
effect to all prior reductions thereto).”





     9. Section 4.02(b) of the Credit Agreement is hereby amended by inserting
the following new sub-clause (iii) at the end of said Section:




     “(iii) In addition to any other mandatory repayments pursuant to
this Section 4.02, on each date set forth below (each, a “B-2 Scheduled
Repayment Date”), the Borrower shall be required to repay that principal
amount of B-2 Term Loans, to the extent then outstanding, as is set forth
below opposite each such date (each such repayment, as the same may be
reduced as provided in Sections 4.01(a), 4.01(b) or 4.02(g), a “B-2
Scheduled Repayment”):



	 	 	 	 	 
	B-2 Scheduled Repayment Date	 	Amount
	September 30, 2004
	 	$	750,000	 
	December 31, 2004
	 	$	750,000	 







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	B-2 Scheduled Repayment Date	 	Amount
	March 31, 2005
	 	$	750,000	 
	June 30, 2005
	 	$	750,000	 
	September 30, 2005
	 	$	750,000	 
	December 31, 2005
	 	$	750,000	 
	March 31, 2006
	 	$	750,000	 
	June 30, 2006
	 	$	750,000	 
	September 30, 2006
	 	$	750,000	 
	December 31, 2006
	 	$	750,000	 
	March 31, 2007
	 	$	750,000	 
	June 30, 2007
	 	$	750,000	 
	September 30, 2007
	 	$	72,000,0000	 
	December 31, 2007
	 	$	72,000,0000	 
	March 31, 2008
	 	$	72,000,0000	 
	B-2 Term Loan Maturity Date
	 	$	72,000,0000	".







     10. Sections 4.02(c), 4.02(d), 4.02(e) and 4.02(f) of the Credit Agreement
are each hereby amended by (i) inserting the text “(I)” immediately after the
text “Term Loans or, if on or after” each place such text appears in each such
Section and (ii) inserting the following text immediately after the text
“outstanding B-1 Term Loans” each place such text appears in each such Section:





	 	 	“,or (II) the Second Amendment Effective Date, outstanding B-2 Term
Loans.”





     11. Section 4.02(g) of the Credit Agreement is hereby amended by inserting
the following new sentence at the end thereof:





	 	 	“The amount of each principal repayment of B-2 Term Loans made as
required by Sections 4.02(c), (d), (e) and (f) shall be applied to reduce
the then remaining B-2 Scheduled Repayments on a pro rata basis (based
upon the then remaining unpaid principal amounts of such B-2 Scheduled
Repayments after giving effect to all prior reductions thereto).”





     12. Section 4.02(i) of the Credit Agreement is hereby amended by (i)
deleting the word “and” appearing at the end of clause (iv) thereof and
inserting the text “, (v) all then



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outstanding B-2 Term Loans shall be repaid
in full on the B-2 Term Loan Maturity Date and” in lieu thereof and (ii)
re-designating clause (v) thereof as clause “(vi)”.



     13. Section 7.08(a) of the Credit Agreement is hereby amended by inserting
the following new sentence at the end of said Section:





	 	 	“All proceeds of the Additional B-2 Term Loans (if any) will be used to
repay outstanding B-1 Term Loans of Second Amendment Non-Consenting
Lenders (if any) on the Second Amendment Effective Date.”





     14. The proviso appearing in the last sentence of Section 8.01(i) of the
Credit Agreement is hereby amended by (i) inserting the text “(x) prior to the
Second Amendment Effective Date” immediately before clause (i) appearing
therein and (ii) inserting the following new clause (y) at the end thereof:





	 	 	“and (y) on and after the Second Amendment Effective Date (I) any such
notice only shall be required to be delivered if immediately prior to
such change a B-2 Term Loan Pricing Reduction is in effect and such
change would cause the B-2 Term Loan Pricing Reduction to no longer be in
effect and (II) any failure or delay in delivering any such notice shall
not entitle the Borrower to a B-2 Term Loan Pricing Reduction at a time
when the conditions for same have not otherwise been satisfied.”





     15. The definition of “Additional Permitted Subordinated Debt” appearing
in Section 11.01 of the Credit Agreement is hereby amended by deleting the text
“B-1 Term Loan Maturity Date” appearing in clause (ii) thereof and inserting
the text “B-2 Term Loan Maturity Date” in lieu thereof.



     16. The definition of “Applicable Margin” appearing in Section 11.01 of
the Credit Agreement is hereby amended by (i) inserting the text “(iii) in
respect of B-2 Term Loans that are maintained as (x) Base Rate Loans, a
percentage per annum equal to 1.25%, and (y) Eurodollar Loans, a percentage per
annum equal to 2.25%; provided, however, the foregoing percentages in this
clause (iii) shall each be reduced by 0.25% per annum at any time, but only for
so long as, (A) no Default or Event of Default exists and (B) the Borrower’s
long-term non-credit enhanced senior unsecured public debt has a publicly
announced credit rating of at least BB by S&P or at least Ba2 by Moody’s and
the Borrower has delivered a written notice to the Administrative Agent to the
effect that such credit rating is in effect (any such reduction, a “B-2 Term
Loan Pricing Reduction”),” immediately following clause (ii) of said definition
and (ii) redesignating clause “(iii)” of said definition as clause “(iv).”



     17. The definition of “Commitment” appearing in Section 11.01 of the
Credit Agreement is hereby amended by inserting the text “, a B-2 Term Loan
Commitment” immediately after the text “B-1 Term Loan Commitment” appearing in
said definition.



     18. The definition of “Lender Default” appearing in Section 11.01 of the
Credit Agreement is hereby amended by inserting the text “, 1.01(f)”
immediately after the text “1.01(e)” appearing in said definition.



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     19. The definition of “Loan” appearing in Section 11.01 of the Credit
Agreement is hereby amended by inserting the text “each B-2 Term Loan,”
immediately after the text “B-1 Term Loan,” appearing in said definition.



     20. The definition of “Maturity Date” appearing in Section 11.01 of the
Credit Agreement is hereby amended by inserting the text “the B-2 Term Loan
Maturity Date,” immediately after the text “B-1 Term Loan Maturity Date,”
appearing in said definition.



     21. The definition of “Minimum Borrowing Amount” appearing in Section
11.01 of the Credit Agreement is hereby amended by (i) deleting the word “and”
appearing at the end of clause (iii) of said definition and (ii) inserting the
text, “and (v) for B-2 Term Loans, $5,000,000” immediately after clause (iv)
appearing in said definition.



     22. The definition of “Note” appearing in Section 11.01 of the Credit
Agreement is hereby amended by inserting the text “each B-2 Term Note,”
immediately
after the text “each B-1 Term Note,” appearing in said definition.



     23. The definition of “Qualified Preferred Stock” appearing in Section
11.01 of the Credit Agreement is hereby amended by deleting the text “B-1 Term
Loan Maturity Date” appearing in clause (v) thereof and inserting the text “B-2
Term Loan Maturity Date” in lieu thereof.



     24. The definition of “Required Lenders” appearing in Section 11.01 of the
Credit Agreement is hereby amended by (i) inserting the text “, B-2 Term Loans”
immediately after the text “B-1 Term Loans” the first place such text appears
in said definition and (ii) deleting the text “and B-1 Term Loans” appearing
in clause (i) of said definition and inserting the text “, B-1 Term Loans and
B-2 Term Loans” in lieu thereof.



     25. The definition of “Tranche” appearing in Section 11.01 of the Credit
Agreement is hereby amended by (i) deleting the word “four” appearing in said
definition and inserting the text “five” in lieu thereof and (ii) inserting the
text “B-2 Term Loans,” immediately after the text “B-1 Term Loans,” appearing
in said definition.



     26. Section 11.01 of the Credit Agreement is hereby further amended by
inserting in the appropriate alphabetical order the following new definitions:




     “Additional B-2 Term Loans” shall have the meaning provided in
Section 1.01(f).




     “B-2 Scheduled Repayment” shall have the meaning provided in Section
4.02(b).




     “B-2 Scheduled Repayment Date” shall have the meaning provided in
Section 4.02(b).




     “B-2 Term Loan” shall have the meaning provided in Section
1.01(f).




     “B-2 Term Loan Commitment” shall mean, for each Lender, the amount
set forth opposite such Lender’s name in Schedule I directly below the
column



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entitled “B-2 Term Loan Commitment,” as the same may be
terminated pursuant to Sections 3.03 and/or 10. Notwithstanding the
foregoing, if on the Second Amendment Effective Date (immediately prior
to the incurrence of Additional B-2 Term Loans on such date) the sum of
the B-2 Term Loan Commitments plus the aggregate principal amount of
Converted B-2 Term Loans would exceed the aggregate outstanding principal
amount of the B-1 Term Loans immediately prior to the Second Amendment
Effective Date, then the B-2 Term Loan Commitments of the Lenders shall
be reduced by an amount equal to such excess (with such reduction to
apply to proportionately reduce the B-2 Term Loan Commitment of each
Lender).




     “B-2 Term Loan Maturity Date” shall mean June 19, 2008.




     “B-2 Term Loan Pricing Reduction” shall have the meaning provided in
the definition of the term “Applicable Margin” in Section 11.01.




     “B-2 Term Note” shall have the meaning provided in Section
1.05(a).




     “Converted B-2 Term Loans” shall have the meaning provided in
Section 1.01(f).




     “Second Amendment” shall mean the Second Amendment to this
Agreement, dated as of August 5, 2004.




     “Second Amendment Consenting Lenders” shall have the meaning
provided in Section 1.01(f).




     “Second Amendment Effective Date” shall have the meaning provided in
the Second Amendment.




     “Second Amendment Non-Consenting Lender” shall mean each Lender with
outstanding B-1 Term Loans that is not a Second Amendment Consenting
Lender.




     “Total B-2 Term Loan Commitment” shall mean, at any time, the sum of
the B-2 Term Loan Commitments of each of the Lenders at such time.



     27. Section 13.04(b) of the Credit Agreement is hereby amended by deleting
the text “or outstanding B-1 Term Loans” appearing in clause (ii)(y) of said
Section and inserting the text “, outstanding B-1 Term Loans or outstanding B-2
Term Loans” in lieu thereof.



     28. Schedule I to the Credit Agreement is hereby amended by adding thereto
the information set forth on Schedule I attached hereto.



     29. Exhibit A-1 to the Credit Agreement is hereby amended by inserting the
text “[B-2 Term Loans]” immediately after the text “[B-1 Term Loans] appearing
in said Exhibit.



     30. The Credit Agreement is hereby further amended by adding Exhibit B-5
thereto in the form of Exhibit B-5 attached hereto.



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     31. Exhibit O to the Credit Agreement is hereby amended by deleting same
in its entirety and inserting in lieu thereof a new Exhibit O in the form of
Exhibit O attached hereto.


B. Miscellaneous Provisions




     1. In order to induce the Lenders to enter into this Second Amendment,
each of Holdings and the Borrower hereby represents and warrants to each of the
Lenders that immediately after giving effect to this Second Amendment (i) all
of the representations and warranties contained in the Credit Agreement and in
the other Credit Documents are true and correct in all material respects on and
as of the Second Amendment Effective Date (as defined below) (unless such
representations and warranties relate to a specific earlier date, in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date) and (ii) there exists no Default or Event of
Default on the Second Amendment Effective Date.



     2. This Second Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.



     3. This Second Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts executed by all the parties hereto shall be lodged with Holdings,
the Borrower and the Administrative Agent.



     4. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.



     5. This Second Amendment shall become effective on the date (the “Second
Amendment Effective Date”) when:




     (i) Holdings, the Borrower, each Subsidiary Guarantor, the Required
Lenders and each Lender with a B-2 Term Loan Commitment shall have
signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile transmission)
the same to the Administrative Agent at the Notice Office (but only so
long as Second Amendment Consenting Lenders holding outstanding B-1 Term
Loans in an aggregate principal amount which, when added to the
aggregate amount of B-2 Term Loan Commitments of the Lenders, equals at
least the aggregate outstanding principal amount of B-1 Term Loans on
the Second Amendment Effective Date (before giving effect to the
incurrence (including by way of conversion of B-1 Term Loans) of B-2
Term Loans on such date) shall have signed a counterpart of this Second
Amendment);




     (ii) there shall have been delivered to the Administrative Agent
for the account of each of the Lenders that have requested same an
appropriate B-2 Term Note executed by the Borrower in each case in the
amount, maturity and otherwise as provided in the Credit Agreement; and



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     (iii) all accrued and unpaid interest on all B-1 Term Loans shall
have been paid in full and all costs of the type described in Section
1.11 of the Credit Agreement shall have been paid in full in connection
with the repayment and/or conversion of the B-1 Term Loans on the Second
Amendment Effective Date.



     6. By executing and delivering a copy hereof, each Credit Party hereby
agrees that all Loans (including, without limitation, the B-2 Term Loans) shall
be fully guaranteed pursuant to the Guaranties in accordance with the terms and
provisions thereof and shall be fully secured pursuant to the applicable
Security Documents.



     7. From and after the Second Amendment Effective Date, all references in
the Credit Agreement and in the other Credit Documents to the Credit Agreement
shall be deemed to be referenced to the Credit Agreement as modified hereby.



* * *





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     IN WITNESS WHEREOF, the undersigned have caused
this Second Amendment to be duly executed and delivered as of
the date first above written.



	 	 	 	 	 	 
	 	
    FAIRCHILD
    SEMICONDUCTOR
INTERNATIONAL, INC.

	 
	 	By:	 	/s/ Peter B. Groth
	 	 	 	

	 	 	 	Name:	 	Peter B. Groth
	 	 	 	Title:	 	Vice President, Treasurer
	 
	 	
    FAIRCHILD
    SEMICONDUCTOR
CORPORATION

	 
	 	By:	 	/s/ Peter B. Groth
	 	 	 	

	 	 	 	Name:	 	Peter B. Groth
	 	 	 	Title:	 	Vice President, Treasurer
	 
	 	
    FAIRCHILD
    SEMICONDUCTOR
CORPORATION OF CALIFORNIA

	 	KOTA MICROCIRCUITS, INC.

    QT OPTOELECTONICS, INC.
QT OPTOELECTRONICS
	 
	 	By:	 	/s/ Peter B. Groth
	 	 	 	

	 	 	 	Name:	 	Peter B. Groth
	 	 	 	Title:	 	Vice President
	 
	 	
    DEUTSCHE BANK
    TRUST COMPANY
AMERICAS, Individually and as

    Administrative Agent

	 
	 	By:	 	/s/ Paul O’Leary
	 	 	 	

	 	 	 	Name:	 	Paul O’Leary
	 	 	 	Title:	 	Vice President
	 
	 	
    FLEET NATIONAL
BANK
Individually and as Syndication Agent

	 
	 	By:	 	/s/ William B. Williamson
	 	 	 	

	 	 	 	Title:	 	Senior Vice President
	 
	 	
    LEHMAN COMMERCIAL PAPER INC.

Individually and as Co-Documentation Agent

	 
	 	By:	 	/s/ Francis Chang
	 	 	 	

	 	 	 	Title:	 	Authorized Signatory
	 
	 	Signatures of other members of lending syndicate omitted.










 


SCHEDULE I


[None.]








 



EXHIBIT B-5



FORM OF B-2 TERM NOTE




	 	 	 
	$       
      	 	
New York, New York
	 	 	
[Date]



     FOR VALUE RECEIVED, FAIRCHILD SEMICONDUCTOR CORPORATION, a Delaware
corporation (the “Borrower”), hereby promises to pay to             
  or its
registered assigns (the “Lender”), in lawful money of the United States of
America in immediately available funds, at the office of Deutsche Bank Trust
Company Americas (the “Administrative Agent”) initially located at 90 Hudson
Street, Jersey City, New Jersey 07302 on the B-2 Term Loan Maturity Date (as
defined in the Credit Agreement referred to below) the principal sum of
            
  DOLLARS ($     ) or, if less, the aggregate unpaid principal
amount of all B-2 Term Loans (as defined in the Credit Agreement) made by the
Lender pursuant to the Credit Agreement.


     The Borrower also promises to pay interest on the unpaid principal amount
hereof in like money at said office from the date hereof until paid at the rates
and at the times provided in Section 1.08 of the Credit Agreement.


     This Note is one of the B-2 Term Notes referred to in the Credit Agreement,
dated as of June 19, 2003, among Fairchild Semiconductor International, Inc.,
the Borrower, the lenders from time to time party thereto (including the
Lender), the Administrative Agent, Fleet National Bank, as Syndication Agent,
and Credit Suisse First Boston, Lehman Commercial Paper Inc. and Morgan Stanley
Senior Funding, Inc., as Co-Documentation Agents (as amended, modified or
supplemented from time to time, the “Credit Agreement”), and is entitled to the
benefits thereof and of the other Credit Documents (as defined in the Credit
Agreement). This Note is secured by the Security Documents (as defined in the
Credit Agreement) and is entitled to the benefits of the Guaranties (as defined
in the Credit Agreement). This Note is subject to voluntary prepayment and
mandatory repayment prior to the B-2 Term Loan Maturity Date, in whole or in
part, as provided in the Credit Agreement.


     If an Event of Default (as defined in the Credit Agreement) shall occur and
be continuing, the principal of and accrued interest on this Note may become or
be declared to be due and payable in the manner and with the effect provided in
the Credit Agreement.


     The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.









 


Exhibit B-5

Page 2



     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.



	 	 	 
	 	 	
FAIRCHILD SEMICONDUCTOR
CORPORATION
	 
	 	 	
By:
	 	 	


	 	 	
        Name:
	 	 	
        Title:



 






 



EXHIBIT O



FORM OF ASSIGNMENT

AND

ASSUMPTION AGREEMENT*



     This Assignment and Assumption Agreement (the “Assignment”), is dated as of
the Effective Date set forth below and is entered into by and between the
Assignor identified in item 1 below (the “Assignor”) and [[the] [each] Assignee
identified in item [2] [3] below ([the] [each an] “Assignee”). [It is understood
and agreed that the rights and obligations of such Assignee hereunder are
several and not joint]. Capitalized terms used herein but not defined herein
shall have the meanings given to them in the Credit Agreement identified below
(as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the]
[each] Assignee. The Standard Terms and Conditions set forth in Annex 1 hereto
(the “Standard Terms and Conditions”) are hereby agreed to and incorporated
herein by reference and made a part of this Assignment as if set forth herein in
full.


     For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below, the interest in and
to all of the Assignor’s rights and obligations under the Credit Agreement and
any other documents or instruments delivered pursuant thereto that represents
the amount and percentage interest identified below of all of the Assignor’s
outstanding rights and obligations under the respective Tranches identified
below (including, to the extent included in any such Tranches, Letters of Credit
and Swingline Loans) (the “Assigned Interest”). [Such] [Each] sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment, without representation or warranty by the Assignor.



	 	 	 	 
	1. Assignor:	 	 
	 	 	


	 	 	 
	 
	[2. Assignee:	 	    ]†
	 	 	


	 
	 [2.][3.] Credit Agreement:	 	
Credit Agreement, dated as of June 19, 2003, among

Fairchild Semiconductor International, Inc.,

Fairchild Semiconductor Corporation, the Lenders

party thereto from time to time, Deutsche Bank Trust

Company Americas, as Administrative Agent, Fleet

National Bank, as Syndication Agent, and Credit

Suisse First Boston, Lehman Commercial Paper Inc.

and Morgan Stanley








	 	 	* This form of Assignment and Assumption Agreement should be used by Lenders
for an assignment to a single Assignee or to funds managed by the same or
related investment managers.
	 
	 	 	† Item 2 should list the Assignee if the form is used for a single Assignee.
In the case of an assignment to funds managed by the same or related
investment managers, the Assignees should be listed in the table under
bracketed item 3.


 






 






Exhibit O

Page 2




		
	 	Senior Funding, Inc., as Co-Documentation Agents (such Credit
Agreement, as in affect on the date of this Assignment, being
herein called the “Credit Agreement”).



[3. Assigned Interest:‡




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage of
	 	 	 	 	 	 	Aggregate Amount of	 	Amount of	 	Assigned
	 	 	 	 	 	 	Commitment/Loans	 	Commitment/Loans	 	Commitment/
	 	 	Tranche Assigned	 	for All Lenders	 	Assigned	 	Loans§
	 	 	
	 	
	 	
	 	

	[Name of Assignee]
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	 	%
	[Name of Assignee]
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%]	 



[4. Assigned Interest:**




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	Amount of	 	Percentage of
	 	 	Commitment/Loans	 	Commitment/Loans	 	Assigned
	Tranche Assigned	 	for All Lenders	 	Assigned	 	Commitment/Loan††
	
	 	
	 	
	 	

	Revolving Loan
	 	$	 	 	 	$	 	 	 	$	 	 
	Commitment/Revolving Loans
	 	 	 	 	 	 	 	 	 	 	 	 
	Term Loans
	 	$	 	 	 	$	 	 	 	$	 	 
	B-1 Term Loans
	 	$	 	 	 	$	 	 	 	$	 	 
	B-2 Term Loans
	 	$	 	 	 	$	 	 	 	$	 	 



Effective Date                    ,                    
 , 200 .








	 	 	‡ Insert this chart if this Form of Assignment and Acceptance is being used
for assignment to funds managed by the same or related investment managers.
	 
	 	 	§ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder for the respective Tranche.
	 
	 	 	** Insert this chart if this Form of Assignment and Acceptance is being used
by a Lender for an assignment to a single Assignee.
	 
	 	 	†† Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.


 






 






Exhibit O

Page 3




	 	 	 
	 	 	
Payment Instructions:
	 	 	


	 	 	


	 	 	


	 	 	
Attention:
	 	 	


	 	 	
Reference:
	 	 	


	 	 	
Address for Notices:
	 	 	


	 	 	


	 	 	


	 	 	
Relationship Contact:
	 	 	





The terms set forth in this Assignment are hereby agreed to:




	 	 	 
	ASSIGNOR

[NAME OF ASSIGNOR]	 	
ASSIGNEE‡‡

[NAME OF ASSIGNEE]
	 
	By:	 	
By:
	
	 	


	Name:	 	
Name:
	Title:	 	
Title:





[Consented to and]§§ Accepted:

Deutsche Bank Trust Company Americas,

    as Administrative Agent



	 	 	 
	By:	 	 
	
	 	 
	      Name:	 	 
	      Title:	 	 



[Consented to:



Fairchild Semiconductor Corporation




	 	 	 
	By:	 	
 
	
	 	 
	      Name:	 	 
	      Title:
]***	 	 








	 	 	‡‡ Add additional signature blocks, as needed, if this Form of Assignment and
Assumption Agreement is being used by funds managed by the same or related
investment managers.
	 
	 	 	§§ Insert only if assignment is being made pursuant to Section 13.04(b)(y) of
the Credit Agreement.
	 
	 	 	*** Insert only if assignment is being made pursuant to Section 13.04(b)(y) of
the Credit Agreement and then only so long as no Default under Section
10.01 or 10.05 of the Credit Agreement exists and/or no Event of Default
exists.


 






 






ANNEX I



Fairchild Semiconductor Corporation



CREDIT AGREEMENT



STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT



     1.     Representations and Warranties.


     1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and to consummate the transactions contemplated hereby;
and (b) assumes no responsibility with respect to (i) any statements, warranties
or representations made in or in connection with any Credit Document, (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any other Credit Document or any other instrument or
document delivered pursuant thereto, other than this Assignment, or any
collateral thereunder, (iii) the financial condition of Holdings or any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any
Credit Document or (iv) the performance or observance by Holdings or any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Credit Documents.


     1.2. Assignee. [The] [Each] Assignee (a) represents and warrants that (i)
it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Transferee under the Credit Agreement, (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 7.05(a) thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and to purchase the Assigned
Interest on the basis of which it has made such analysis and decision and (v) if
it is organized under the laws of a jurisdiction outside the United States,
attached to this Assignment is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
[the] [each] Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Documents are
required to be performed by it as a Lender.


     2.     Payment. From and after the Effective Date, the Administrative Agent
shall make all payment in respect to the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the Effective


 






 


Annex I

Page 2



Date and to [the] [each] Assignee for amounts which have accrued from and after
the Effective Date.


     3.     General Provisions. This Assignment
shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns.
This Assignment may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment by telecopy shall be effective as delivery of
a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS).



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