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Exhibit 10.22    
    


 
 

CARLYLE REVIEW AGREEMENT    
    


        THIS CARLYLE REVIEW AGREEMENT (the "Agreement"), dated as of March 12, 2002, is entered into by and among
Carlyle Partners III, L.P., a Delaware limited partnership, ("CP III"), CP III Coinvestment, L.P., a Delaware limited partnership
("Coinvestment"), Carlyle High Yield Partners, L.P., a Delaware limited partnership ("High Yield
Partners" and, collectively with CP III and Coinvestment, "Carlyle"), Specialtysemi, Inc., a Delaware corporation
("Specialtysemi") and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab" and,
together with Specialtysemi, the "Companies" and each a "Company"). 


Recitals  


        WHEREAS, Carlyle directly and indirectly owns a majority of the equity securities of Specialtysemi and Newport Fab as of the date hereof; 



        WHEREAS,
Specialtysemi owns all of the membership interests of Newport Fab; 


        WHEREAS,
Carlyle has requested to be granted, and Specialtysemi and Newport Fab have agreed to grant to Carlyle, the right to review the books and records of each Company, including,
without limitation, financial data (including projections) and operating data covering the business, operations and financial performance of the Companies (collectively, the
"Books and Records"); and 



        WHEREAS,
Carlyle has requested to be granted, and each Company has agreed to grant to Carlyle, the right to consult with management of each Company regarding its operations. 


Agreement:  


        NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows: 


        A.    Each
Company shall keep proper books of record and account in which full and correct entries shall be made of all financial transactions and the assets and business of
each Company in accordance with GAAP, to the extent GAAP is applicable. Each Company shall provide Carlyle with reasonable access to all Books and Records during regular business hours and allow
Carlyle to make copies and abstracts thereof. 


        B.    Carlyle
shall have the right to consult from time to time with management of each Company at its place of business regarding operating and financial matters. 


        C.    The
parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any laws thereof which would
direct application of law of another jurisdiction. 





 

        IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. 



	 	 	SPECIALTYSEMI, INC.,

    a Delaware corporation
	

 	
 	

By:	

/s/  CLAUDIUS E. WATTS IV      

	 	 	 	Name:	Claudius E. Watts IV
	 	 	 	Title:	President
	

 	
 	
NEWPORT FAB, LLC,

    a Delaware limited liability company
	

 	
 	

By:	

/s/  SCOTT SILCOCK      

	 	 	 	Name:	Scott Silcock
	 	 	 	Title:	Director of Operations




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	 	CARLYLE PARTNERS III, L.P.,

    a Delaware limited partnership
	

 	

By:	

TC Group III, L.P.,

its General Partner
	

 	

By:	

TC Group III, L.L.C.,

its General Partner
	

 	

By:	

TC Group, L.L.C.,

its Managing Member
	

 	

By:	

TCG Holdings, L.L.C.,

its Managing Member
	

 	

By:	

/s/  ALLAN M. HOLT      

	 	Name:	Allan M. Holt
	 	Title:	Managing Director
	

 	
CP III COINVESTMENT, L.P.,

    a Delaware limited partnership
	

 	

By:	

TC Group III, L.P.,

its General Partner
	

 	

By:	

TC Group III, L.L.C.,

its General Partner
	

 	

By:	

TC Group, L.L.C.,

its Managing Member
	

 	

By:	

TCG Holdings, L.L.C.,

its Managing Member
	

 	

By:	

/s/  ALLAN M. HOLT      

	 	Name:	Allan M. Holt
	 	Title:	Managing Director




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	 	CARLYLE HIGH YIELD PARTNERS, L.P.,

    a Delaware limited partnership
	

 	

By:	

TCG High Yield, L.L.C.,

its General Partner
	

 	

By:	

TCG High Yield Holdings, L.L.C.,

its Managing Member
	

 	

By:	

TC Group, L.L.C.,

its sole Member
	

 	

By:	

TCG Holdings, L.L.C.,

its Managing Member
	

 	

By:	

/s/  ALLAN M. HOLT      

	 	Name:	Allan M. Holt
	 	Title:	Managing Director




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Exhibit 10.22


CARLYLE REVIEW AGREEMENT