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LOWELL R. STERN
lowell.stern@usdoj.gov
United States Department of Justice
Antitrust Division
450 5th Street, N.W., Suite 8700
Washington, D.C. 20530
Telephone: (202) 307-0922
Facsimile: (202) 307-6283
Attorney for Plaintiff

MICHAEL E. ANTALICS
mantalics@omm.com
O'Melveny & Myers LLP
1625 Eye Street, N.W.
Washington, D.C. 20006
Telephone: (202) 383-5343
Facsimile: (202) 383-5414
Attorney for Defendant


UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA



UNITED STATES OF AMERICA,    

                  Plaintiff,

                  v.

MICROSEMI CORPORATION,

                  Defendant.


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CASE NO.: 8:09-cv-00275-AG-AN

STIPULATION REGARDING
PROPOSED FINAL JUDGMENT


Hon. Andrew J. Guilford

Filed: August 20, 2009

It is hereby stipulated and agreed by and between the undersigned parties, subject to approval and entry by the Court, that:

I. DEFINITIONS

As used in this Stipulation:

(A) "Microsemi" means defendant Microsemi Corporation, a Delaware corporation with its headquarters in Irvine, California, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

II. JURISDICTION AND VENUE

This Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in the United States District Court for the Central District of California.

III. COMPLIANCE WITH AND ENTRY OF FINAL JUDGMENT

(A) The parties stipulate that a Final Judgment in the form attached hereto as Exhibit A may be filed with and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16, and without further notice to any party or other proceedings, provided that the United States has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on Microsemi and by filing that notice with the Court.

(B) Microsemi shall abide by and comply with the provisions of the proposed Final Judgment, pending the Final Judgment's entry by this Court, or until expiration of the time for all appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the date of the signing of this Stipulation by the parties, comply with all the terms and provisions of the proposed Final Judgment as though the same were in full force and effect as an order of the Court.

(C) This Stipulation shall apply with equal force and effect to any amended proposed Final Judgment agreed upon in writing by the parties and submitted to the Court.

(D) In the event the United States has withdrawn its consent or the proposed Final Judgment is not entered pursuant to this Stipulation, the time has expired for all appeals of any Court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the terms and provisions of the proposed Final Judgment, then the parties are released from all further obligations under this Stipulation, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

(E) Microsemi represents that the divestiture ordered in the proposed Final Judgment can and will be made, and that Microsemi will later raise no claim of mistake, hardship or difficulty of compliance as grounds for asking the Court to modify any of the provisions contained therein.

IV. DURATION

Microsemi's obligations under this Stipulation shall remain in effect until: (1) the consummation of the divestiture required by the Final Judgment; or (2) further order of the Court. If the United States voluntarily dismisses the Complaint in this matter, Microsemi is released from all further obligations under this Stipulation.

Dated: August 20, 2009 By:
_________/s/____________
Lowell R. Stern
Attorney for Plaintiff
 


Dated: August 20, 2009 By:
_________/s/____________
Michael E. Antalics
Attorney for Defendant