Rainbow. CAL TB133
Rainbow. Horizon Limited, a company with limited liability incorporated under the laws of the British Virgin Islands; and
Rainbow micron geometries. The 4520XLE is well suited for next generation etch regimes associated with copper damascene processes. The Rainbow product line incorporates a number of unique features that offer semiconductor manufacturers improved etch capability, reliability and performance. These features include a patented wafer handling system, a proprietary source for generating stable plasma, and an overall product design for which Lam has received industry awards for quality and reliability. These and other Rainbow product features enable the semiconductor manufacturer to reduce wafer particle contamination to a level that exceeds current industry standards, and to improve etch selectivity and uniformity while maintaining profile control and process flexibility. TCP: Xxx'x TCP product line of high-density, low-pressure etch systems, which was introduced in late 1992, incorporates the Company's patented Transformer Coupled Plasma source technology for etching 0.25 micron and smaller geometries. The Company currently offers the TCP 9600SEII and TCP 9600PTX for metal etch applications, the TCP 9400SEII and TCP 9400PTX for polysilicon, polycide and shallow trench isolation etch applications and the TCP 9100 and TCP 9100PTX for oxide etch applications. These systems are currently used to produce a broad range of advanced logic and memory devices, and the Company believes these products offer technological capability to enable manufacturers to produce the next generation of advanced devices. The TCP-series etch systems operate at lower pressures for improved pattern transfer control and higher plasma density for higher etch rates with independent power control to the lower electrode, which improves etch results across a wider process window. Xxx'x TCP systems are designed to offer customers a reliable, lower cost of ownership solution for their advanced processing needs. The TCP systems are available as a stand-alone, single wafer configuration or in conjunction with the Alliance multi-chamber cluster platform. Chemical Mechanical Planarization Products CMP Cleaning DSS-200: The DSS-200 cleaning systems offered through Xxx'x OnTrak subsidiary have a number of features that distinguish them from alternative cleaning methods. A double-sided design permits simultaneous scrubbing of both sides of the wafer, while limiting wafer handling contact which can contaminate the backside of the wafer. For selected applications, its brush cleaning systems provide significant adva...
Rainbow. In May 2008, we completed the acquisition of Rainbow Pipe Line Company, Ltd. (‘‘Rainbow’’) for approximately $687 million (the Canadian dollar (‘‘CAD’’) to U.S. dollar foreign exchange rate at the date of closing was $0.993:1). The assets acquired include approximately (i) 480 miles of mainline crude oil pipelines, (ii) 119 miles of gathering pipelines, (iii) 570,000 barrels of tankage along the system and (iv) 1 million barrels of crude oil linefill. The system has a throughput capacity of approximately 200,000 barrels per day and has transported approximately 193,000 barrels per day since acquisition. The acquired operations are reflected primarily in our transportation segment. The goodwill associated with this acquisition was approximately $194 million. In anticipation of closing the Rainbow acquisition, we entered into forward currency exchange contracts, which exchanged Canadian dollars and U.S. dollars, to hedge the foreign currency exchange risk inherent in the acquisition price. Additionally, we entered into a financial option strategy, whereby we established a minimum and maximum per barrel price to hedge the commodity price risk associated with the anticipated purchase of crude oil linefill. We recognized a gain on those positions of approximately $8 million and $3 million, respectively, which is reflected in our consolidated results of operations in the ‘‘Interest income and other income (expense), net’’ line. The purchase price consisted of the following (in millions): Cash payment to sellers $659 Assumption of Rainbow debt (at fair value) 26 Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Total purchase price $687 The purchase price allocation is as follows (in millions):
Rainbow. In the event of Acts of God, strikes, labor disputes, fires, accidents, failure of equipment, inability of Rainbow to obtain necessary equipment by reason of a general short supply thereof, federal or state laws or regulations issued after the date hereof that would increase Rainbow’s costs to operate Rainbow Station to a degree that would render such operation unprofitable, act or omission of a governmental authority that expressly prohibits the combustion of coal, acts of the public enemy, wars, blockades, insurrections, riots, acts of terrorism, landslides, geological, geotechnical or hydrological conditions which reasonably could not have been anticipated based on available informational and reasonable professional judgment, lightning, hurricanes, tornadoes, earthquakes, storms, floods, washouts, major breakdowns of or damage (which for the avoidance of doubt, is not caused by Falkirk) to Rainbow’s equipment, pandemic or epidemic or regulation of a governmental authority related thereto, or other contingencies, whether of a like or different nature, that are beyond control of Rainbow and are not due to its negligence, any of which contingencies prevent or interfere with the taking of delivery at the Rainbow Station of the coal purchased hereunder, then, at the election of Rainbow, shipments contracted for shall be suspended or partially suspended as the case may require for the duration and to the extent of such contingency, but Rainbow shall use commercially reasonable efforts to eliminate the cause of suspension as soon as reasonably practicable.
Rainbow. Rainbow represents and warrants to Falkirk that:
Rainbow. Rainbow is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan, and has full limited liability company power and authority (a) to own its assets and properties and to conduct the Business in which Rainbow is now engaged and (b) to enter into this Agreement and to consummate the transactions contemplated hereby. Rainbow has full power, authority and legal right and all necessary approvals, permits, licenses and authorizations to own its properties and to conduct the Business. Rainbow's principal place of business is located in the State of Michigan. Rainbow does not own, of record or beneficially, or have the right or obligation to acquire, any capital stock or equity interest or investment in any Person. LBI owns 82% of the equity interests in Rainbow.
