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To: John Graybill who wrote (30903)	3/20/1998 1:39:00 PM
From: Kathleen capps	Read Replies (3) \| Respond to of 53903

John, On one of the earlier SEC documents, they had some detailed info concerning the exact conditions that MU had to meet in order not to be considered in trouble on the bank line of credit. Oddly enough, it was available on the SEC web site but when I requested the same documents from MU, it wasn't included in the package. Kathleen

To: John Graybill who wrote (30903)	3/20/1998 7:14:00 PM
From: Kerry Phineas	Read Replies (1) \| Respond to of 53903

JG, all I know: MTI has a $500 million unsecured revolving credit agreement expiring in May 2000. The agreement contains certain restrictive covenants pertaining to the Company's semiconductor operations, including a minimum fixed charge coverage ratio and a maximum operating loss covenant. As of November 27, 1997, MTI was in compliance with all covenants under the facility and had no borrowings outstanding under the agreement. There can be no assurance that MTI will continue to be able to meet the terms of the covenants and conditions and be able to borrow under the credit agreement. MEI has an aggregate of $157 million in revolving credit agreements which contain certain restrictive covenants pertaining to MEI's operations, including a minimum EBITDA covenant, certain minimum financial ratios and limitations on the amount of dividends declared or paid by MEI. As of November 27, 1997 MEI had aggregate borrowings of approximately $9 million outstanding under the agreements. Cash generated by and credit lines available to MEI are not anticipated to be available to finance other MTI operations. ALSO: The Company has a $1 billion shelf registration statement. In July 1997, the Company issued $500 million in convertible subordinated notes pursuant to the shelf registration statement and may issue from time to time up to an additional $500 million in debt or equity securities. Would be interesting if the company can get around the terms of the covenant by taking one time losses; if nothing else, it changes the meaning of operating losses. I wish I knew what fixed charge ratios were.