Linear Technology (LLTC)

Issuance of the Notes

On April 18, 2007, Linear entered into a purchase agreement with an initial purchaser (the “Purchase Agreement”) to offer and sell $1.0 billion aggregate principal amount of its 2027A Notes and $700 million aggregate principal amount of its 2027B Notes, in a private placement to the initial purchaser for resale to qualified institutional buyers pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Act”), afforded by Section 4(2) of the Act and Rule 144A under the Act.

On April 24, 2007, Linear closed the sale of the Notes. In connection with the closing, on April 24, 2007, Linear entered into an indenture (the “2027A Notes Indenture”) with U.S. Bank National Association, as trustee (the “Trustee”), governing the 2027A Notes and issued global notes in the aggregate principal amount of $1.0 billion in the name of Cede & Co. as nominee for The Depository Trust Corporation (“DTC”), and an indenture (the “2027B Notes Indenture” and, together with the 2027A Notes Indenture, the “Indentures”) with the Trustee, governing the 2027B Notes and issued global notes in the aggregate principal amount of $700 million in the name of Cede & Co. as nominee for DTC.

Certain terms and conditions of the Indentures and the Notes governed thereby are as follows:

Maturity. The Notes mature on May 1, 2027.

Interest. The 2027A Notes bear interest at a rate of 3.00% per year. Interest on the 2027A Notes is payable on May 1 and November 1 of each year, beginning on November 1, 2007. The 2027B Notes bear interest at a rate of 3.125% per year. Interest on the 2027B Notes is payable on May 1 and November 1 of each year, beginning on November 1, 2007.

Contingent Interest. Beginning with the six-month period commencing on May 1, 2014 and ending on October 31, 2014, in the case of the 2027A Notes, and the six-month period commencing November 1, 2010 and ending on April 30, 2011, in the case of the 2027B Notes, and for each six-month period from May 1 to October 31 and from November 1 to April 30 thereafter, Linear will pay contingent interest on the interest payment date for the applicable interest period if the average Trading Price (as defined in the applicable Indenture) per $1,000 principal amount of the applicable Notes during the five consecutive trading days ending three trading days before the applicable six-month period equals or exceeds 120% of the principal amount of the applicable Notes.

On any interest payment date when contingent interest is payable, the contingent interest payable per 2027A Note or 2027B Note, as the case may be, will equal 0.25% per year of the average Trading Price of such Note during the applicable five trading-day reference period.

Conversion Rights. See description in Item 3.02 below.

Purchase at Option of Holders Upon a Fundamental Change. If a fundamental change (as defined in the Indentures) occurs, holders of the Notes may require Linear to purchase all or a portion of their Notes at a purchase price in cash equal to 100% of the principal amount of the Notes being purchased, plus the applicable accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

Purchase at Option of Holders on Specified Dates. On May 1, 2014, May 1, 2017 and May 1, 2022 in the case of the 2027A Notes and on November 1, 2010, May 1, 2017 and May 1, 2022 in the case of the 2027B Notes (each a “specified purchase date”), holders may require Linear to purchase any outstanding Notes for which a holder has properly delivered and not withdrawn a written purchase notice for cash at a purchase price equal to 100% of the principal amount of the Notes being repurchased plus accrued and unpaid interest (including contingent interest and additional interest, if any) to, but not including, the specified purchase date.

Optional Redemption by Linear. Linear may redeem the 2027A Notes on and after May 1, 2014, and the 2027B Notes on and after November 1, 2010, in each case, on at least 20 days and no more than 60 days notice, in whole or in part, for cash at a redemption price equal to 100% of the principal amount of the applicable Notes being redeemed, plus accrued and unpaid interest (including contingent interest and additional interest, if any) to, but not including, the redemption date.

Ranking. The Notes are Linear’s unsubordinated, unsecured obligations and rank equal in right of payment to all of Linear’s other existing and future unsubordinated, unsecured obligations. The Notes rank junior in right of payment to any of Linear’s secured obligations to the extent of the value of the collateral securing such obligations and are effectively subordinated in right of payment to all existing and future indebtedness and liabilities of Linear’s subsidiaries.

Events of Default. The following constitute events of default under the Indentures that could, subject to certain conditions, cause the unpaid principal on the applicable Notes to become due and payable:

In connection with the closing of the sale of the 2027A Notes, on April 24, 2007, Linear entered into a registration rights agreement

(the “2027A Notes Registration Rights Agreement”) with the initial purchaser. In connection with the closing of the sale of the 2027B Notes, on April 24, 2007, Linear entered into a registration rights agreement (the “2027B Notes Registration Rights Agreement” and, together with the 2027A Notes Registration Rights Agreement, the “Registration Rights Agreements”) with the initial purchaser.

Under each of the Registration Rights Agreements, Linear has agreed, for the benefit of the holders of the applicable Notes, to file a shelf registration statement with respect to the resale of the applicable Notes and the common stock issuable upon conversion of the applicable Notes not later than 120 days after the first date of original issuance of the applicable Notes and to use its commercially reasonable efforts to cause such shelf registration statement to become effective not later than 180 days after the first date of original issuance of the applicable Notes. Linear also has agreed to use its commercially reasonable efforts to keep such shelf registration statement continuously effective until the earliest of (1) two years from the latest date of original issuance of the applicable Notes, (2) the date when all registrable securities shall have been registered under the Act and disposed of, (3) the date on which all registrable securities held by non-affiliates are eligible to be sold to the public pursuant to Rule 144(k) under the Act and (4) the date on which the registrable securities cease to be outstanding. Additional interest will accrue on the applicable Notes if (1) the applicable shelf registration statement has not been filed with the Securities and Exchange Commission (“SEC”) by the 120th day after the first date of original issuance of the applicable Notes, (2) if the applicable shelf registration statement has not become effective by the 180th day after the first date of original issuance of any of the applicable Notes and (3) after the applicable shelf registration statement has become effective, such applicable shelf registration statement ceases to be effective (without being succeeded immediately by an effective replacement applicable shelf registration statement), or the applicable shelf registration statement or prospectus contained therein ceases to be usable in connection with the resales of the applicable Notes and any common stock issuable upon the conversion of the applicable Notes, in accordance with and during the periods specified in the applicable Registration Rights Agreement for a period of time (including any suspension period) which exceeds 120 days in the aggregate in any consecutive 12-month period because either (i) any event occurs as a result of which the prospectus forming part of such shelf registration statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (ii) it shall be necessary to amend such shelf registration statement or supplement the related prospectus to comply with the Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the respective rules thereunder or (iii) the occurrence or existence of any pending corporate development or other material event with respect to Linear or a public filing with the SEC that, in Linear’s reasonable discretion, makes it appropriate to suspend the availability of a shelf registration statement and the related prospectus.

Additional interest will accrue on the 2027A Notes or the 2027B Notes, as applicable, from and including the date on which the registration default shall occur to but excluding the date on which all such registration defaults have been cured, at the rate of (a) 0.25% of the principal amount of the 2027A Notes or the 2027B Notes, as applicable, per year to and including the 90th day following the occurrence of such registration default and (b) 0.50% of the principal amount of the 2027A Notes or 2027B Notes, as applicable, per year from and after the 91st day following such registration default.

If a holder has converted some or all of its Notes into common stock, the holder will not be entitled to receive any additional interest with respect to such common stock or the principal amount of the Notes converted.

The Notes have not been registered under the Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act and state securities laws. This Current Report on Form 8-K is not an offer to sell the Notes nor is it soliciting an offer to buy the Notes.