q308exhibit10-62.htm


    
Exhibit
10.62

    
 

    


     

    


    CONFORMED
COPY

    


    Dated 31
March 2008

    


    


    


    


    MICRON
TECHNOLOGY, INC.

    as
Guarantor

    


    and

    


    ABN
AMRO BANK N.V., SINGAPORE BRANCH

    acting as
Security Trustee

    


    


    


    


    GUARANTEE

    


     

    


    
      
        
          
            
              	
                      ALLEN
      & GLEDHILL LLP 

                      ONE
      MARINA BOULEVARD #28-00

                      SINGAPORE
      018989 

                    


            

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    TABLE
OF CONTENTS

     

    
      	
               Contents 

               

            	
                Page

            
	
              1.

               

            	Interpretation
	
              1

            
	
              2.

               

            	
              Guarantee
      and Indemnity

               

            	
              3

            
	
              3.

               

            	
              Representations
      and Warranties

               

            	
              6

            
	
              4.

               

            	Information
      Undertakings 

               

            	
              9

            
	
              5.

               

            	General
      Undertakings
	
              10

            
	
              6.

               

            	Interest
      

               

            	
              11

            
	
              7.

               

            	Tax
      Gross-up and Indemnities
	
              12

            
	
              8.

               

            	Tax
      Receipts
	
              13

            
	
              9.

               

            	Payments
      

               

            	
              14

            
	
              10.

               

            	Indemnities
	
              15

            
	
              11.

               

            	Set-Off
      

               

            	
              16

            
	
              12.

               

            	Expenses
      And Stamp Duty
	
              16

            
	
              13.

               

            	Evidence
	
              17

            
	
              14.

               

            	Transfer
	
              17

            
	
              15.

               

            	Remedies
      and Waivers, Partial Invalidity
	
              19

            
	
              16.

               

            	Amendments
      and Waivers
	
              19

            
	
              17.

               

            	Notices
	
              19

            
	
              18.

               

            	
              Nature
      of Obligations


            	
              20

            
	
              19.

               

            	Counterparts
      

               

            	
              20

            
	
              20.

               

            	Governing
      Law
	
              20

            
	
              21.

               

            	Jurisdiction
	
              20

            


    

     

    
 

     

    

      
        
           
- i -

        

        
           


          
            

          

        

        
           


        

      


      This Deed is issued on 31
March 2008 by:

       

       

      
        	
                (1)

              	
                MICRON TECHNOLOGY, INC.,
      a corporation established under the laws of the State of Delaware, U.S.A
      (the “Guarantor”);
      in favour of

              


      

       

       

      
        	
                (2)

              	
                ABN AMRO BANK N.V., SINGAPORE
      BRANCH, as security trustee for and on behalf of the Beneficiaries
      (“Security
      Trustee”).

              


      

       

       

      Whereas:

       

      
        	
                (A)

              	
                By
      a US$600,000,000 facility agreement (the Facility Agreement”)
      dated 31 March 2008 and made between (1) TECH Semiconductor Singapore Pte.
      Ltd., as borrower, (2) ABN AMRO Bank N.V., Citibank, N.A., Singapore
      Branch, Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd and
      Oversea-Chinese Banking Corporation Limited, as original mandated lead
      arrangers, (3) Citicorp Investment Bank (Singapore) Limited (the “Facility Agent”), as
      facility agent, (4) the Security Trustee, as security trustee and (5) the
      financial institutions listed in Schedule 1 thereto (the “Banks”), as lenders, the
      Banks agreed to provide the Facility, as described therein, to refinance
      any outstanding amounts due to the Existing Lenders (as defined therein)
      under the Existing Credit Agreement (as defined therein) and/or (at any
      time after all outstanding amounts owing under the Existing Credit
      Agreement have been discharged) to finance capital expenditure and/or
      general working capital.

              


      

       

      
        	
                (B)

              	
                The
      Security Trustee has been authorised by the Beneficiaries to execute this
      Deed pursuant to the terms of the Trust Deed (as defined in the Facility
      Agreement) of even date herewith.

              


      

       

      
        	
                (C)

              	
                It
      is a condition to the availability of the Facility under the Facility
      Agreement that the Guarantor enters into this
  Deed.

              


      

       

      
        	
                (B)

              	
                The
      Guarantor has (after giving due consideration to the terms and conditions
      of the Finance Documents (as defined below) and satisfying itself that
      there are reasonable grounds for believing that the execution by it of
      this Deed will benefit it) decided in good faith and for the purposes of
      its business to issue this Deed.

              


      

       

      It is agreed as follows:

       

      
        	
                1.  

              	
                Interpretation

              


      

       

      
        	
                1.1  

              	
                Words
      and expressions defined in the Facility Agreement shall, save as otherwise
      defined herein or unless the context otherwise requires, bear the same
      meaning in this Deed.

              


      

       

      
        	
                1.2  

              	
                In
      this Deed:

              


      

       

      “Beneficiaries” means the
Facility Agent, the Banks and the Security Trustee and each party which executes
an Accession Undertaking as a Bank pursuant to the terms of the Trust Deed, and
“Beneficiary” shall mean
any of them.

       

      “Material Adverse Effect” means (a) an effect on
the business, operations, property, condition (financial or otherwise) or
prospects of the Guarantor which would reasonably be expected to have a material
adverse effect on the ability of the Guarantor to perform its payment
obligations under the Finance Documents to which it is party or (b) a material
adverse effect on the validity or enforceability of the Finance Documents or the
rights or remedies of any Finance Party under the Finance
Documents.

       

      
        
          
          

        

        
          - 1 -

          
            

          

        

        
          
          

        

      

      “Micron Proportion”
means:

       

      (a)           at
any time prior to 11 April 2010, 72.65 per cent.; and

       

      (b)           at
all times thereafter, 100 per cent.

       

      “Non-extension Event” means any of the
parties to the Shareholders’ Agreement has given (in accordance with Clause 26.5
of the Shareholders’ Agreement) any notice under Clause 14 of the Shareholders’
Agreement (as such Clause may be renumbered) or under any other analogous
provisions of the Shareholder's Agreement, for the non-extension of the Term (as
defined in the Shareholders’ Agreement).

       

      “Secured Obligations” means all
present and future, actual or contingent obligations of the Borrower owed or
owing at any time to the Beneficiaries (or any of them) under or pursuant to the
Finance Documents.

       

      “U.S.A.” or “U.S.” means the United States
of America, its territories, possessions and other areas subject to the
jurisdiction of the United States of America.

       

      
        	
                1.3  

              	
                Save
      where the contrary is indicated, any reference in this Deed
      to:

              


      

       

      
        	
                1.3.1  

              	
                “continuing”, in relation
      to a Non-extension Event, shall be construed such that where any notice is
      given (in accordance with Clause 26.5 of the Shareholders’ Agreement) by
      any party to the Shareholders’ Agreement resulting in that Non-extension
      Event, the Non-extension Event shall be deemed as continuing unless (i)
      such notice has been nullified and the Term (as defined in the
      Shareholders’ Agreement) has been extended to a date falling no earlier
      than 25 November 2013 or (ii) the Shareholders’ Agreement has been
      terminated in circumstances where the Guarantor has acquired all the
      shares in the Borrower;

              


      

       

      
        	
                1.3.2  

              	
                this
      Deed or any other agreement or document shall be construed as a reference
      to this Deed or, as the case may be, such other agreement or document as
      the same may have been or may from time to time be amended, varied,
      novated or supplemented and shall include any document which is
      supplemental to, is expressed to be collateral with or is entered into
      pursuant to or in accordance with the terms of this Deed or, as the case
      may be, such other agreement or
document;

              


      

       

      
        	
                1.3.3  

              	
                a
      statute shall be construed as a reference to such statute as the same may
      have been, or may from time to time be, amended or
    re-enacted;

              


      

       

      
        	
                1.3.4  

              	
                a
      time of day shall, unless otherwise specified, be construed as a reference
      to Singapore time;

              


      

       

      
        	
                1.3.5  

              	
                a
      “Clause” or a “Schedule” is a reference to a clause hereof or schedule
      hereto; and

              


      

       

      
        	
                1.3.6  

              	
                the
      singular shall include the plural and vice versa and reference to one
      gender shall include all genders.

              


      

       

      
        	
                1.4  

              	
                Clause
      and Schedule headings are for ease of reference
  only.

              


      

       

      
        	
                1.5  

              	
                Any
      reference in this Deed to the Borrower, the Guarantor, the Facility Agent,
      the Security Trustee or any Beneficiary shall be construed so as to
      include its respective successors and permitted Transferees and assigns in
      accordance with their respective
interests.

              


      

       

      
        
          
          

        

        
          - 2 -

          
            

          

        

        
          
          

        

      

      
        	
                1.6  

              	
                A
      person who is not a party to this Deed has no right under the Contracts
      (Rights of Third Parties) Act, Chapter 53B of Singapore (the “Contracts (Rights of Third
      Parties) Act”) to enforce or enjoy the benefit of any term of this
      Deed. For the avoidance of doubt, nothing in this Clause 1.6
      shall affect any right or remedy of a Beneficiary or a
      third party that exists or is available (including, without
      limitation, rights of subrogation) apart from the Contracts (Rights of
      Third Parties) Act.

              


      

       

       

      
        	
                2.  

              	
                Guarantee
      and Indemnity

              


      

       

      
        	
                2.1  

              	
                Guarantee
      and Indemnity

              


      

       

      The
Guarantor irrevocably and unconditionally:

       

      
        	
                2.1.1  

              	
                guarantees
      as primary obligor and not merely as surety to the Security Trustee, as
      security trustee for the benefit of the Beneficiaries, the punctual
      performance by the Borrower of all the Borrower's obligations under the
      Finance Documents to which the Borrower is a
  party;

              


      

       

      
        	
                2.1.2  

              	
                undertakes
      with the Security Trustee, as security trustee for the benefit of the
      Beneficiaries, that whenever the Borrower does not pay any amount when due
      under or in connection with any Finance Document to which the Borrower is
      a party, the Guarantor shall immediately on demand by the Security Trustee
      pay that amount; and

              


      

       

      
        	
                2.1.3  

              	
                agrees
      with the Security Trustee, as security trustee for the benefit of the
      Beneficiaries, that if, for any reason, any amount claimed by the Security
      Trustee, as security trustee for the benefit of the Beneficiaries, under
      this Clause 2.1 is not recoverable on the basis of a guarantee, it will be
      liable to indemnify the Security Trustee, as security trustee for the
      benefit of the Beneficiaries, against any cost, loss or liability it
      incurs as a result of the Borrower not paying any amount when due under or
      in connection with any Finance Document to which the Borrower is a party.
      The amount payable by the Guarantor under this indemnity will, subject to
      Clause 2.3 (Limitation
      of Liability), not exceed the amount it would have had to pay under
      this Clause 2.1 if the amount claimed had been recoverable on the basis of
      a guarantee and shall be paid immediately on
  demand.

              


      

       

      
        	
                2.2  

              	
                Continuing
      Guarantee

              


      

       

      This Deed
is a continuing guarantee and, subject to Clause 2.3 (Limitation of Liability),
will extend to the ultimate balance of sums payable by the Borrower under the
Finance Documents to which it is a party, regardless of any intermediate payment
or discharge in whole or in part or any increase of the Commitments, and this
guarantee constitutes a guarantee of payment and not of collection.

       

      
        	
                2.3  

              	
                Limitation
      of Liability

              


      

       

      Notwithstanding
any provision to the contrary in this Deed:

       

      
        	
                2.3.1  

              	
                the
      maximum liability of the Guarantor at any time under this Clause 2 shall
      not exceed the Micron Proportion of the amount of Secured Obligations at
      that time; and

              


      

       

      
        
          
          

        

        
          - 3 -

          
            

          

        

        
          
          

        

      

      
        	
                2.3.2  

              	
                the
      Security Trustee can only make a claim or demand under this Deed if a
      Non-extension Event is continuing.

              


      

       

      
        	
                2.4  

              	
                Release
      of Guarantee

              


      

       

      If:

       

      
        	
                2.4.1  

              	
                on
      11 October 2009, no Non-extension Event has
  occurred;

              


      

       

      
        	
                2.4.2  

              	
                at
      any time on or prior to 11 October 2009, a Non-extension Event is not
      capable of occurring; or

              


      

       

      
        	
                2.4.3  

              	
                on
      11 October 2009, a Non-extension Event has occurred, at such point in time
      that Non-extension Event is no longer
  continuing,

              


      

       

      the
Security Trustee shall at the cost and request of the Guarantor, discharge and
release the Guarantor from its obligations under this Deed (without prejudice to
accrued obligations) provided
that on or prior to such release and discharge by the Security Trustee,
each of the Micron Security Documents and the Encumbrance created pursuant
thereto has been released and discharged to the satisfaction of the Security
Trustee.

       

      
        	
                2.5  

              	
                Reinstatement

              


      

       

      
        	
                2.5.1  

              	
                If
      as a result of insolvency or any similar
event:

              


      

       

      
        	 	
                (i)  

              	
                any
      payment by the Borrower is avoided, reduced or must be restored;
      or

              


      

       

      
        	 	
                (ii)  

              	
                any
      discharge or arrangement (whether in respect of the obligations of the
      Borrower or any security for those obligations or otherwise) is made in
      whole or in part on the basis of any payment, security or other thing
      which is avoided, reduced or must be
restored:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      liability of the Guarantor shall continue or be reinstated as if the
      payment, discharge or arrangement had not occurred;
  and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      Security Trustee shall be entitled to recover the value or amount of that
      payment or security from the Guarantor as if the payment, discharge or
      arrangement had not occurred.

              


      

       

      
        	
                2.5.2  

              	
                For
      the avoidance of doubt, Clause 2.5.1 shall cease to apply after this Deed
      has been discharged and released in accordance with Clause 2.4 (Release of
      Guarantee).

              


      

       

      
        	
                2.6  

              	
                Waiver
      of Defences

              


      

       

      The
obligations of the Guarantor under this Deed will not be affected by an act,
omission, matter or thing which, but for this Clause 2.6, would reduce, release
or prejudice any of its obligations under this Deed (without limitation and
whether or not known to it or any Beneficiary) including:

       

      
        	
                2.6.1  

              	
                any
      time, waiver or consent granted to, or composition with the Borrower, any
      Obligor or any other person;

              


      

       

      
        	
                2.6.2  

              	
                the
      release of the Borrower, any Obligor or any other person under the terms
      of any composition or arrangement with any creditor of the Borrower, any
      Obligor or any other person;

              


      

       

      
        
          
          

        

        
          - 4 -

          
            

          

        

        
          
          

        

      

      
        	
                2.6.3  

              	
                the
      taking, variation, compromise, exchange, renewal or release of, or refusal
      or neglect to perfect, take up or enforce, any rights against, or security
      over assets of, the Borrower, any Obligor or any other person or any
      non-presentation or non-observance of any formality or other requirement
      in respect of any instrument or any failure to realise the full value of
      any security;

              


      

       

      
        	
                2.6.4  

              	
                any
      incapacity or lack of power, authority or legal personality of or
      dissolution or change in the members or status of the Borrower, any
      Obligor or any other person or the death, mental incapacity, insolvency or
      bankruptcy of the Borrower, any Obligor or any other
    person;

              


      

       

      
        	
                2.6.5  

              	
                any
      amendment, novation, supplement, extension (whether of maturity or
      otherwise) or restatement (in each case, however fundamental and of
      whatsoever nature) or replacement of a Finance Document or any other
      document or security including without limitation any change in the
      purpose of, any extension of or any increase in any facility or the
      addition of any new facility under any Finance Document or other document
      or security;

              


      

       

      
        	
                2.6.6  

              	
                any
      unenforceability, illegality or invalidity of any obligation of the
      Borrower, any Obligor or any other person under any Finance Document or
      any other document or security;

              


      

       

      
        	
                2.6.7  

              	
                any
      insolvency or similar proceedings;

              


      

       

      
        	
                2.6.8  

              	
                this
      Deed or any other Finance Document not being executed by or binding
      against the Borrower, any Obligor or any other
  person.

              


      

       

      
        	
                2.6.9  

              	
                claims
      or set-off rights that the Guarantor may
have;

              


      

       

      
        	
                2.6.10  

              	
                any
      law, regulation, decree or order of any jurisdiction or any event
      affecting any term of a guaranteed obligation;
  or

              


      

       

      
        	
                2.6.11  

              	
                any
      other circumstance that might constitute a defence of the Borrower or the
      Guarantor.

              


      

       

      
        	
                2.7  

              	
                Immediate
      Recourse

              


      

       

      The
Guarantor waives any right it may have of first requiring the Security Trustee
or any Finance Party (or any trustee or agent on its behalf) to proceed against
or enforce any other rights or security or claim payment from any person before
the Security Trustee may claim from the Guarantor under this Deed. This waiver
applies irrespective of any law or any provision of a Finance Document to the
contrary.

       

      
        	
                2.8  

              	
                Appropriations

              


      

       

      Until all
amounts which may be or become payable by the Borrower under or in connection
with the Finance Documents have been irrevocably paid in full, the Security
Trustee and each other Finance Party (or any trustee or agent on its behalf)
may:

       

      
        	
                2.8.1  

              	
                refrain
      from applying or enforcing any other moneys, security or rights held or
      received by the Security Trustee or that Finance Party (or any trustee or
      agent on its behalf) in respect of those amounts, or apply and enforce the
      same in such manner and order as it sees fit (whether against those
      amounts or otherwise) and the Guarantor shall not be entitled to the
      benefit of the same; and

              


      

       

      
        
          
          

        

        
          - 5 -

          
            

          

        

        
          
          

        

      

      
        	
                2.8.2  

              	
                hold
      in an interest-bearing suspense account any moneys received from the
      Guarantor or on account of its liability under this
  Deed.

              


      

       

      
        	
                2.9  

              	
                Deferral
      of Rights

              


      

       

      Until all
amounts which may be or become payable by the Borrower under or in connection
with the Finance Documents to which it is party have been irrevocably paid in
full and unless the Security Trustee otherwise directs, the Guarantor will not
exercise any rights which it may have by reason of performance by it of its
obligations under this Deed:

       

      
        	
                2.9.1  

              	
                to
      be indemnified by the Borrower or any other
  Obligor;

              


      

       

      
        	
                2.9.2  

              	
                to
      claim any contribution from any other guarantor of the Borrower
      or  any other Obligor under the Finance Documents;
      and/or

              


      

       

      
        	
                2.9.3  

              	
                to
      claim, rank, pursue or vote as creditor of the Borrower or its assets in
      competition with any Beneficiary or the Security Trustee or any other
      trustee or agent on its behalf;
and/or

              


      

       

      
        	
                2.9.4  

              	
                to
      take the benefit (in whole or in part and whether by way of subrogation or
      otherwise) of any rights of the Beneficiaries under the Finance Documents
      or of any other guarantee or security taken pursuant to, or in connection
      with, the Finance Documents by the
  Beneficiaries.

              


      

       

      
        	
                2.10  

              	
                Additional
      Security

              


      

       

      The
guarantee created under this Deed is in addition to and is not in any way
prejudiced by any other guarantee or security now or subsequently held by any
Beneficiary (or any trustee or agent on its behalf).

       

      
        	
                2.11  

              	
                Acknowledgement

              


      

       

      The
Guarantor acknowledges that it will receive valuable direct or indirect benefits
as a result of the transactions financed by or under the Finance
Documents.

       

       

      
        	
                3.  

              	
                Representations
      and Warranties

              


      

       

      The
Guarantor makes the representations and warranties set out in this Clause 3 to
the Security Trustee, as security trustee for the benefit of the Beneficiaries,
on the date of this Deed.

       

      
        	
                3.1  

              	
                Status

              


      

       

      It is a
company duly incorporated and existing in good standing under the laws of the
State of Delaware.

       

      
        	
                3.2  

              	
                Power
      and Authority

              


      

       

      It has
the corporate power to enter into, perform and deliver, and has taken all
necessary corporate action to authorise its entry into, performance and delivery
of this Deed and the transactions contemplated by the Finance Documents to which
it is a party.

       

      
        	
                3.3  

              	
                Binding
      Obligations

              


      

       

      
        
          
          

        

        
          - 6 -

          
            

          

        

        
          
          

        

      

      Subject
to the qualifications set out in the legal opinion of the Singapore counsel to
the Finance Parties and the U.S. counsel to the Guarantor provided pursuant to
Clause 2.3 (Conditions
Precedent) of the Facility Agreement, the obligations expressed to be
assumed by it under the Finance Documents to which it is a party are legal,
valid, binding and enforceable against it.

       

      
        	
                3.4  

              	
                Execution
      of this Deed

              


      

       

      Its
execution of the Finance Documents to which it is a party and the exercise of
its rights and performance of its obligations under the Finance Documents to
which it is a party do not:

       

      
        	
                3.4.1  

              	
                conflict
      with any material agreement, mortgage, bond or other instrument or treaty
      to which it is a party or which is binding upon it or any of its assets to
      an extent or in a manner which could reasonably be expected to have a
      Material Adverse Effect;

              


      

       

      
        	
                3.4.2  

              	
                conflict
      with its constitutional documents;
or

              


      

       

      
        	
                3.4.3  

              	
                conflict
      with any applicable law, regulation or official or judicial order which is
      binding upon it, save for conflicts which would not have a Material
      Adverse Effect.

              


      

       

      
        	
                3.5  

              	
                No
      Material Proceedings

              


      

       

      No action
or administrative proceeding of or before any court or judicial order which
would reasonably be expected to have a Material Adverse Effect has been started,
save as disclosed in the Guarantor’s publicly filed quarterly or annual
reports.

       

      
        	
                3.6  

              	
                Consents

              


      

       

      All
governmental licenses and consents currently required to enable it to carry on
its business remain in full force and effect except if the failure to obtain or
maintain the same would not reasonably be expected to have a Material Adverse
Effect.

       

      
        	
                3.7  

              	
                No
      Winding-up

              


      

       

      It has
not taken any corporate action nor (to the best of its knowledge and belief)
have any other steps been taken or legal proceedings been started or threatened
against it for its winding-up, dissolution, administration or re-organisation or
for the appointment of a receiver, administrator, judicial manager, conservator,
custodian, trustee or similar officer of it or of any or all of its assets or
revenues and no creditors' process described in Clause 19.9 (Execution or Distress) of the
Facility Agreement (as if references thereto to the Borrower were references to
the Guarantor), has been taken or, to the knowledge of the Guarantor, threatened
in relation to the Guarantor, and none of the circumstances described in Clause
19.7 (Insolvency and
Rescheduling) of the Facility Agreement (as if references thereto to the
Borrower were references to the Guarantor) applies to the
Guarantor.

       

      
        	
                3.8  

              	
                No
      Material Defaults

              


      

       

      It is not
in breach of or in default under any agreement to which it is a party or which
is binding on it or any of its assets to an extent or in a manner which would
reasonably be expected to have a Material Adverse Effect.

       

      
        
          
          

        

        
          - 7 -

          
            

          

        

        
          
          

        

      

      
        	
                3.9  

              	
                No
      Material Adverse Change

              


      

       

      Save as
previously disclosed to the Security Trustee and the Banks prior to the date
hereof, since 7 January 2008 (being the date of the most recent filing of the
Guarantor’s quarterly report on Form 10-Q)), there has been no material adverse
change in the business or financial condition of the Guarantor.

       

      
        	
                3.10  

              	
                Validity
      and Admissibility in Evidence

              


      

       

      Subject
to Clause 3.12 (Filing and
Stamp Taxes) and to the qualifications set out in the legal opinion of
Singapore counsel to the Finance Parties and the legal opinion of U.S. counsel
to the Guarantor to be provided pursuant to Clause 2.3 (Conditions Precedent) of the
Facility Agreement, all acts, conditions and things required to be done,
fulfilled and performed by any person (other than the Beneficiaries) in order
(a) to enable it lawfully to enter into, exercise its rights under and perform
and comply with the obligations expressed to be assumed by it in the Finance
Documents to which it is a party, (b) to ensure that the obligations expressed
to be assumed by it in the Finance Documents to which it is a party are legal,
valid, binding and enforceable and (c) to make the Finance Documents to which it
is a party admissible in evidence in Singapore and its jurisdiction of
incorporation have been done, fulfilled and performed.

       

      
        	
                3.11  

              	
                Claims
      at least Pari Passu

              


      

       

      Under the
laws of its jurisdiction of incorporation in force at the date hereof, the
claims of the Beneficiaries against it under the Finance Documents to which it
is a party will rank at least pari passu with the claims of
all its other unsecured and unsubordinated creditors outstanding at any time
save for:

       

      
        	
                3.11.1  

              	
                indebtedness
      arising out of the normal course of trading which is subject to rights of
      set-off which arise in each case by operation of law;
  and

              


      

       

      
        	
                3.11.2  

              	
                indebtedness
      preferred solely by laws of general
application.

              


      

       

      
        	
                3.12  

              	
                Filing
      and Stamp Taxes

              


      

       

      Under the
laws of its jurisdiction of incorporation in force at the date hereof, it is not
necessary that the Finance Documents to which it is a party be filed, recorded
or enrolled with any court or other authority in such jurisdiction or that any
stamp, registration or similar tax be paid on or in relation to the Finance
Documents.

       

      
        	
                3.13  

              	
                No
      Immunity

              


      

       

      In any
proceedings taken in its jurisdiction of incorporation in relation to any of the
Finance Documents to which it is party, it will not be entitled to claim for
itself or any of its assets immunity from suit, execution, attachment or other
legal process.

       

      
        
          
          

        

        
          - 8 -

          
            

          

        

        
          
          

        

      

      
        	
                3.14  

              	
                Private
      and Commercial Acts

              


      

       

      Its
execution of each of the Finance Documents to which it is a party constitutes,
and its exercise of its rights and performance of its obligations thereunder
will constitute private and commercial acts done and performed for private and
commercial purposes.

       

      
        	
                3.15  

              	
                Ownership
      of the Borrower

              


      

       

      It
directly or indirectly owns not less than 51 per cent. of the issued capital of
the Borrower.

       

      
        	
                3.16  

              	
                Payments
      of Taxes

              


      

       

      All tax
returns and reports of the Guarantor required to be filed by it have been duly
filed and all taxes, assessments, fees, central provident fund contributions and
other governmental charges upon it and its properties, assets and income which
are shown on such returns as due and payable have been paid when due and payable
(all grace periods as permitted by the relevant authorities having been taken
into account) except where non-filing or non-payment could not reasonably be
expected to have a Material Adverse Effect or is due to a bona fide dispute which is
contested in good faith and in respect of which appropriate reserves have been
made.

       

      
        	
                3.17  

              	
                Governing
      Law and Enforcement

              


      

       

      Subject
to any general principals of law limiting the obligations of the Guarantor which
are specifically referred to in any legal opinion delivered pursuant to Clause
2.3 (Conditions
Precedent) of the Facility Agreement:

       

      
        	
                3.17.1  

              	
                the
      choice of Singapore law as the governing law of this Deed will be
      recognised and enforced in its jurisdiction of incorporation;
      and

              


      

       

      
        	
                3.17.2  

              	
                any
      judgment obtained in Singapore in relation to this Deed will be recognised
      and enforced in its jurisdiction of
  incorporation.

              


      

       

      
        	
                3.18  

              	
                Repetition

              


      

       

      Each of
the representations and warranties in Clauses 3.1 (Status) to 3.6 (Consents) of this Deed shall
be deemed to be repeated by the Guarantor by reference to the facts and
circumstances then existing on each day on which any amount is outstanding under
the Finance Documents or any Commitment is in force.

       

      
        	
                4.  

              	
                Information
      Undertakings

              


      

       

      Subject
to Clause 2.3 (Limitation of
liability) and Clause 2.4 (Release of Guarantee), the
undertakings in this Clause 4 remain in force from the date of this Deed for so
long as any amount is outstanding under the Finance Documents or any Commitment
is in force.

       

      
        	
                4.1  

              	
                Non-extension
      Event

              


      

       

      
        	
                4.1.1  

              	
                The
      Guarantor shall notify the Security Trustee of the occurrence of a
      Non-extension Event no later than two Business Days of becoming aware of
      its occurrence and furnish the Security Trustee with such information
      about the circumstances of any Non-extension Event as the Security Trustee
      may from time to time reasonably
require.

              


      

       

      
        
          
          

        

        
          - 9 -

          
            

          

        

        
          
          

        

      

      
        	
                4.1.2  

              	
                The
      Guarantor shall notify the Security Agent of any Non-extension Event that
      ceases to be continuing.

              


      

       

      
        	
                4.2  

              	
                Other
      information

              


      

       

      The
Guarantor shall from time to time on the request of the Security Trustee furnish
the Security Trustee with such information about its business and financial
condition as the Security Trustee may reasonably require.

       

       

      
        	
                5.  

              	
                General
      Undertakings

              


      

       

      Subject
to Clause 2.3 (Limitation of
liability) and Clause 2.4 (Release of Guarantee), the
undertakings in this Clause 5 remain in force from the date of this Deed for so
long as any amount is outstanding under the Finance Documents or any Commitment
is in force.

       

      
        	
                5.1  

              	
                Maintenance
      of Legal Validity

              


      

       

      The
Guarantor shall obtain, comply with the terms of and do all that is necessary to
maintain in full force and effect all authorisations, approvals, licences and
consents required in or by the laws of Singapore and the jurisdiction of its
incorporation to enable it lawfully to enter into and perform its obligations
under the Finance Documents to which it is party and to ensure the legality,
validity, enforceability (subject to the qualifications set out in the legal
opinion of the Singapore counsel to the Finance Parties and U.S. counsel to the
Guarantor provided pursuant to Clause 2.3 (Conditions Precedent) of the
Facility Agreement) or admissibility in evidence in Singapore of the Finance
Documents to which it is party other than authorisations, licences, approvals
and consents, in relation to which the failure to comply with or obtain the same
would not reasonably be expected to have a Material Adverse Effect.

       

      
        	
                5.2  

              	
                Notification
      of Events of Default 

              


      

       

      The
Guarantor shall promptly inform the Security Trustee of the occurrence of any
Event of Default or Potential Event of Default relating to it and, upon receipt
of a written request to that effect from the Security Trustee, confirm to the
Security Trustee that, save as previously notified to the Security Trustee or as
notified in such confirmation, no such Event of Default or Potential Event of
Default has occurred.

       

      
        	
                5.3  

              	
                Claims
      Pari Passu

              


      

       

      The
Guarantor shall ensure that at all times the claims of the Beneficiaries against
it under the Finance Documents rank at least pari passu with the claims of
all its other unsecured and unsubordinated creditors save for:

       

      
        	
                5.3.1  

              	
                indebtedness
      arising out of the normal course of trading which is subject to rights of
      set-off which arise in each case by operation of law provided that where
      the aggregate amount of any such rights is material it shall take all
      reasonable steps to have the same discharged or released as soon as
      practicable to such an extent as to render the same not material;
      and

              


      

       

      
        	
                5.3.2  

              	
                indebtedness
      preferred solely by laws of general
application.

              


      

       

      
        
          
          

        

        
          - 10 -

          
            

          

        

        
          
          

        

      

      
        	
                5.4  

              	
                Merger

              


      

       

      It shall
not enter into any merger which would result in it not being the surviving
entity or which would reasonably be expected to have a Material Adverse Effect,
save for:

       

      
        	
                5.4.1  

              	
                any
      merger which has commenced as at the date of this Deed (and which has been
      disclosed to the Security Trustee);
and

              


      

       

      
        	
                5.4.2  

              	
                any
      merger whereby all the assets and obligations (including obligations under
      this Deed) of the Guarantor immediately prior to such merger are
      transferred to the surviving entity whose shares (or equivalent ownership
      interests) are owned by the shareholders of the Guarantor immediately
      prior to such merger.

              


      

       

      
        	
                5.5  

              	
                Change
      of Business

              


      

       

      It shall
ensure that, unless it obtains the prior consent in writing from the Security
Trustee, no substantial change is made to the general nature of its business of
manufacturing semiconductor products, or the business of itself from that
carried on at the date of this Deed.

       

      
        	
                5.6  

              	
                Filings

              


      

       

      The
Guarantor will inform the Security Trustee of each filing of its quarterly or
annual reports made by it, within three Business Days of each such
filing.

       

      
        	
                6.  

              	
                Interest

              


      

       

      
        	
                6.1  

              	
                Default
      Interest

              


      

       

      If any
sum due and payable by the Guarantor hereunder is not paid on the due date
therefor, or if any sum due and payable by the Guarantor under any judgment of
any court in connection herewith is not paid on the date of such judgment, the
period beginning on such due date or, as the case may be, the date of such
judgment and ending on the date upon which the obligation of the Guarantor to
pay such sum is discharged shall be divided into successive periods, each of
which (other than the first) shall start on the last day of the preceding such
period and the duration of each of which shall (except as otherwise provided in
this Clause 6) be selected by the Security Trustee and shall be of six
months or less.

       

      
        	
                6.2  

              	
                Default
      Interest

              


      

       

      An Unpaid
Sum shall bear interest during each Interest Period in respect thereof at the
rate per annum which is one point two five per cent. (1.25 per cent.) per annum
above the percentage rate which would apply if such Unpaid Sum had been an
Advance in the amount and currency of such Unpaid Sum and for the same Interest
Period.

       

      
        	
                6.3  

              	
                Payment
      of Default Interest

              


      

       

      Any
interest which shall have accrued under Clause 6.2 (Default Interest) in respect
of an Unpaid Sum shall be due and payable and shall be paid by the Guarantor on
the last day of each Interest Period in respect thereof or on such other dates
as the Security Trustee may specify by notice to the Guarantor.

       

      
        
          
          

        

        
          - 11 -

          
            

          

        

        
          
          

        

      

       

      
        	
                7.  

              	
                Tax
      Gross-up and Indemnities

              


      

       

      
        	
                7.1  

              	
                Tax
      Gross-up

              


      

       

      All
payments to be made by the Guarantor to any Beneficiary under the Finance
Documents shall be made free and clear of and without deduction for or on
account of tax imposed in or required by its jurisdiction of incorporation
unless the Guarantor is required to make such a payment subject to the deduction
or withholding of such tax, in which case the sum payable by the Guarantor (in
respect of which such deduction or withholding is required to be made) shall be
increased to the extent necessary to ensure that such Beneficiary receives a sum
net of any deduction or withholding equal to the sum which it would have
received had no such deduction or withholding been made or required to be
made.

       

      
        	
                7.2  

              	
                Tax
      Indemnity

              


      

       

      Without
prejudice to Clause 7.1 (Tax Gross-up), if any
Beneficiary is required to make any payment of or on account of tax on or in
relation to any sum received or receivable under the Finance Documents
(including any sum deemed for purposes of tax to be received or receivable by
such Beneficiary whether or not actually received or receivable) or if any
liability in respect of any such payment is asserted, imposed, levied or
assessed against any Finance Party, the Guarantor shall, within five Business
Days of demand of the Security Trustee, promptly indemnify the Beneficiary which
suffers a loss or liability as a result against such payment or liability,
together with any interest, costs and expenses payable or incurred in connection
therewith, provided that
this Clause 7.2 shall not apply to:

       

      
        	
                7.2.1  

              	
                any
      tax imposed on and calculated by reference to the net income actually
      received or receivable by such Beneficiary (but, for the avoidance of
      doubt, not including any sum deemed for purposes of tax to be received or
      receivable by such Beneficiary but not actually receivable) by the
      jurisdiction in which such Beneficiary is incorporated;
  or

              


      

       

      
        	
                7.2.2  

              	
                any
      tax imposed on and calculated by reference to the net income of the
      Facility Office of such Beneficiary actually received or receivable by
      such Beneficiary (but, for the avoidance of doubt, not including any sum
      deemed for purposes of tax to be received or receivable by such
      Beneficiary but not actually receivable) by the jurisdiction in which its
      Facility Office is located.

              


      

       

      
        	
                7.3  

              	
                Claims
      by Banks

              


      

       

      A Bank
intending to make a claim pursuant to Clause 7.2 (Tax Indemnity) shall notify
the Security Trustee of the event giving rise to the claim, whereupon the
Security Trustee shall notify the Guarantor thereof and if the Security Trustee
and/or the Guarantor, within five Business Days of their receipt of such
notification, notify such Bank requiring it to do so, such Bank shall provide a
certificate of a responsible officer to such effect together with either (a) a
legal opinion (which may be provided by its internal counsel) or (b) an opinion
of external auditors, supporting such claim (and the reasonable costs of
obtaining an opinion from any external counsel or auditors shall be paid by the
Guarantor on demand), whereupon the Security Trustee shall promptly provide the
Guarantor with a copy of such certificate and opinion, if required, provided that nothing herein
shall require such Bank to disclose any confidential information relating to the
organisation of its affairs.

       

      
        
          
          

        

        
          - 12 -

          
            

          

        

        
          
          

        

      

      
        	
                7.4  

              	
                GST

              


      

       

      The
Guarantor shall also pay to each relevant Beneficiary, within five Business Days
of demand, in addition to any amount payable by the Beneficiary to that relevant
Beneficiary under a Finance Document, any GST payable in respect of that amount
(and references in that Finance Document to that amount shall be deemed to
include any such GST payable in addition to it).

       

       

      
        	
                8.  

              	
                Tax
      Receipts

              


      

       

      
        	
                8.1  

              	
                Notification
      of Requirement to Deduct Tax

              


      

       

      If, at
any time, the Guarantor is required by law to make any deduction or withholding
from any sum payable by it under the Finance Documents (or if thereafter there
is any change in the rates at which or the manner in which such deductions or
withholdings are calculated), the Guarantor shall promptly notify the Security
Trustee. Similarly, a Bank shall notify the Security Trustee on becoming so
aware in respect of a payment payable to that Bank. If the Security Trustee
receives such notification from a Bank, it shall notify the
Borrower.

       

      
        	
                8.2  

              	
                Evidence
      of Payment of Tax

              


      

       

      If the
Guarantor makes any payment under the Finance Documents in respect of which it
is required to make any deduction or withholding, it shall pay the full amount
required to be deducted or withheld to the relevant taxation or other authority
within the time allowed for such payment under applicable law and shall deliver
to the Security Trustee for each Bank, within 30 days after it has made such
payment to the applicable authority, an original receipt (or a certified copy
thereof) issued by such authority evidencing the payment to such authority of
all amounts so required to be deducted or withheld in respect of that Bank’s
share of such payment.

       

      
        	
                8.3  

              	
                Tax
      Credit Payment

              


      

       

      If the
Guarantor makes a payment under Clause 7 (Taxes) for the account of any
person and such person determines in its reasonable business judgment that it
has received or been granted a credit against or relief or remission for, or
repayment of, any tax paid or payable by it in respect of or calculated with
reference to such payment or the deduction or withholding giving rise thereto,
such person shall, to the extent that it can do so without prejudice to the
retention of the amount of such credit, relief, remission or repayment, within
10 Business Days of such determination, pay to the Guarantor such amount as such
person shall, in its reasonable business judgment, have determined to be
attributable to such payment, deduction or withholding.  Any payment
made by a person under this Clause 8.3 shall be prima facie evidence of the
amount due to the Guarantor under this Clause 8.3 and, absent manifest error,
shall be accepted by the Guarantor in full and final settlement of its rights of
reimbursement under this Clause 8.3.  Nothing herein contained shall
interfere with the rights of a person to arrange its tax affairs in whatever
manner it thinks fit and, in particular, no person shall be under any obligation
to claim credit, relief, remission or repayment from or against its corporate
profits or similar tax liability in respect of the amount of such payment,
deduction or withholding in priority to any other claims, reliefs, remissions,
credit or deductions available to it, nor oblige any person to disclose any
information relating to its tax affairs or any computation in respect
thereof.

       

      
        
          
          

        

        
          - 13 -

          
            

          

        

        
          
          

        

      

      
        	
                8.4  

              	
                Certification

              


      

       

      Notwithstanding
anything to the contrary, the Guarantor shall not be required under Clause 7.1
(Tax Gross-up) to
increase any sum payable by the Guarantor to any Finance Party hereunder, or
under Clause 7.2 (Tax
Indemnity) to indemnify any Beneficiary against such payments and
liabilities as are referred to therein, to the extent such person, any other
person on such person's behalf or the Security Trustee has failed to comply with
any certification, identification or other similar requirement under applicable
law or regulation necessary to establish entitlement to exemption from or
reduction of any relevant deduction, withholding, payment or
liability.

       

      
        	
                8.5  

              	
                Tax
      Shelter

              


      

       

      Notwithstanding
any other provisions of this Deed, the Guarantor hereby agrees that any Finance
Party (and each employee, representative or other agent of any Finance Party)
may disclose to any and all persons, without limitation of any kind, the U.S.
tax treatment and U.S. tax structure of the transaction and all materials of any
kind (including opinions or other tax analyses) that are provided to any Finance
Party relating to such U.S. tax treatment and U.S. tax structure, other than any
information for which non-disclosure is reasonably necessary in order to comply
with applicable securities law.

       

       

      
        	
                9.  

              	
                Payments

              


      

       

      
        	
                9.1  

              	
                Payments
      to the Security Trustee

              


      

       

      On each
date on which this Deed requires an amount to be paid by the Guarantor, the
Guarantor shall make the same available to the Security Trustee for value on the
due date at such time and in such funds and to such account with such bank as
the Security Trustee shall specify from time to time.

       

      
        	
                9.2  

              	
                No
      Set-off

              


      

       

      All
payments required to be made by the Guarantor hereunder shall be calculated
without reference to any set-off or counterclaim and shall be made free and
clear of and without any deduction for or on account of any set-off or
counterclaim.

       

      
        	
                9.3  

              	
                Order
      of Distribution

              


      

       

      If the
Security Trustee receives a payment that is insufficient to discharge all the
amounts then due and payable by the Guarantor under this Deed, the Security
Trustee shall apply that payment towards the obligations of the Guarantor under
this Deed in the following order:

       

      
        	
                9.3.1  

              	
                first, in or towards
      payment pro rata of any unpaid fees, costs and expenses of the Facility
      Agent or the Security Trustee under this
Deed;

              


      

       

      
        	
                9.3.2  

              	
                secondly, in or towards
      payment of any accrued interest due but unpaid under this Deed;
      and

              


      

       

      
        	
                9.3.3  

              	
                thirdly, in or towards
      payment to the Facility Agent to be applied in the manner and order set
      out in Clause 25.5 (Partial Payments) of
      the Facility Agreement.

              


      

       

      
        
          
          

        

        
          - 14 -

          
            

          

        

        
          
          

        

      

      
        	
                9.4  

              	
                Variation
      of Order of Distributions

              


      

       

      The order
of payments set out in Clause 9.3 (Order of Distribution) shall
override any appropriation made by the Guarantor but the order set out in
sub-clauses 9.3.2 and 9.3.3 of Clause 9.3 (Order of Distributions) may
be varied if agreed by all the Banks.

       

       

      
        	
                10.  

              	
                Indemnities

              


      

       

      
        	
                10.1  

              	
                Currency
      Indemnity

              


      

       

      
        	
                10.1.1  

              	
                If
      any sum due from the Guarantor under this Deed (a “Sum”), or any order,
      judgment or award given or made in relation to a Sum, has to be converted
      from the currency (the “First Currency”) in
      which that Sum is payable into another currency (the “Second Currency”) for
      the purpose of:

              


      

       

      
        	 	
                (i)  

              	
                making
      or filing a claim or proof against the Guarantor;
  or

              


      

       

      
        	 	
                (ii)  

              	
                obtaining
      or enforcing an order, judgment or award in relation to any litigation or
      arbitration proceedings,

              


      

       

      the
Guarantor shall as an independent obligation, within three Business Days of
demand, indemnify each Beneficiary to whom that Sum is due against any cost,
loss or liability arising out of or as a result of the conversion including any
discrepancy between (A) the rate of exchange used to convert that Sum from the
First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.

       

      
        	
                10.1.2  

              	
                The
      Guarantor waives any right it may have in any jurisdiction to pay any
      amount under this Deed in a currency or currency unit other than that in
      which it is expressed to be
payable.

              


      

       

      
        	
                10.2  

              	
                Other
      indemnities

              


      

       

      
        	
                10.2.1  

              	
                The
      Guarantor shall, within three Business Days of demand, indemnify the
      Security Trustee and its Affiliates, officers and employees (to the extent
      not caused by the Security Trustee or such Affiliate’s, officer’s or
      employee’s gross negligence or wilful misconduct) against any cost, loss,
      expense or liability incurred by it or them in the execution or
      performance of the terms and conditions of this Deed and against all
      actions, proceedings, claims, demands, costs, charges and expenses which
      may be incurred, sustained or arise in respect of the non-performance or
      non-observance of any of the undertakings and agreements of the Guarantor
      in this Deed.

              


      

       

      
        	
                10.2.2  

              	
                The
      Security Trustee may retain, out of any money in the Security Trustee’s
      hands, all sums necessary to effect the indemnities contained in this
      Clause 10 and all sums payable by the Guarantor under this Clause shall
      form part of the monies secured by this
Deed.

              


      

       

      
        	
                10.3  

              	
                Indemnities
      Separate

              


      

       

      Each
indemnity in this Deed shall:

       

      
        	
                10.3.1  

              	
                constitute
      a separate and independent obligation from the other obligations in any
      other Finance Document;

              


      

       

      
        
          
          

        

        
          - 15 -

          
            

          

        

        
          
          

        

      

      
        	
                10.3.2  

              	
                give
      rise to a separate and independent cause of
  action;

              


      

       

      
        	
                10.3.3  

              	
                apply
      irrespective of any indulgence granted by any
  Beneficiary;

              


      

       

      
        	
                10.3.4  

              	
                continue
      in full force and effect despite any judgement, order, claim or proof for
      a liquidated amount in respect of any sum due under any Finance Document
      or any other judgement or order;
and

              


      

       

      
        	
                10.3.5  

              	
                apply
      whether or not any claim under it relates to any matter disclosed by the
      Guarantor or otherwise known to any
Beneficiary.

              


      

       

       

      
        	
                11.  

              	
                Set-Off

              


      

       

      The
Guarantor authorises each Bank to apply any credit balance to which the
Guarantor is entitled on any account of the Guarantor with such Bank in
satisfaction of any sum due and payable from the Guarantor to such Bank under
the Finance Documents but unpaid.  For this purpose, each Bank is
authorised to purchase with the moneys standing to the credit of any such
account such other currencies as may be necessary to effect such
application.

       

       

      
        	
                12.  

              	
                Expenses
      And Stamp Duty

              


      

       

      
        	
                12.1  

              	
                Initial
      expenses

              


      

       

      To the
extent not paid by the Borrower, the Guarantor shall pay on demand, all costs
and expenses (including legal fees on a full indemnity basis and all Taxes
payable thereon) reasonably incurred by the Security Trustee in connection with
the preparation, negotiation, entry into of this Deed and/or any amendment of,
supplement to or waiver or consent in respect of this Deed.

       

      
        	
                12.2  

              	
                Amendment
      costs

              


      

       

      If the Guarantor requests an
amendment, waiver or consent in relation to this Deed, to the extent not paid by
the Borrower, the Guarantor shall, within five Business Days of demand,
reimburse the Security Trustee for the amount of all costs and expenses
(including legal fees) reasonably incurred by the Security Trustee in responding
to, evaluating, negotiating or complying with that request.

       

      
        	
                12.3  

              	
                Enforcement
      Expenses

              


      

       

      To the
extent not paid by the Borrower, the Guarantor shall pay on demand, all costs
and expenses (including legal fees on a full indemnity basis and all Taxes
payable thereon) incurred by any Beneficiary in the administration of, or by the
Security Trustee in protecting or enforcing (or attempting to protect or
enforce) any rights under this Deed (including any consideration by the Security
Trustee as to whether to realise or enforce the same, and/or any such amendment,
waiver or release).

       

      
        	
                12.4  

              	
                Stamp
      Duty

              


      

       

      The Guarantor shall promptly, and in
any event before any interest or penalty becomes payable, pay any stamp,
documentary, registration or similar Tax payable in connection with the entry
into, registration, performance, enforcement or admissibility in evidence of
this Deed and/or any such amendment, supplement or waiver, and shall indemnify
the Security Trustee

       

      
        
          
          

        

        
          - 16 -

          
            

          

        

        
          
          

        

      

      against
any liability with respect to or resulting from any delay in paying or omission
to pay any such Tax.

       

      
        	
                12.5  

              	
                Other
      Expenses

              


      

       

      The
Guarantor shall also, from time to time on demand of the Security Trustee,
reimburse it for the amount of all costs and expenses (including legal fees)
reasonably incurred by the Security Trustee in responding to, evaluating,
negotiating or complying with any request for any amendment, supplement, waiver
or consent, or the protection or enforcement or attempted protection or
enforcement of any right under this Deed and/or any such amendment, supplement,
waiver or consent.

       

       

      
        	
                13.  

              	
                Evidence

              


      

       

      
        	
                13.1  

              	
                Prima
      Facie Evidence

              


      

       

      In any
legal action or proceeding arising out of or in connection with this Deed, the
entries made in the accounts maintained by each Beneficiary in accordance with
its usual practice shall, in the absence of manifest error, be prima facie evidence of the
existence and amounts of the specified obligations of the
Guarantor.

       

      
        	
                13.2  

              	
                Certificates
      of Banks

              


      

       

      A
certificate of a Bank as to (a) the amount by which a sum payable to it
hereunder is to be increased under Clause 7.1 (Tax Gross-up), (b) the
amount for the time being required to indemnify it against any such cost,
payment or liability as is mentioned in Clause 7.2 (Tax Indemnity), or (c) the
amount of any credit, relief, remission or repayment as is mentioned in Clause
8.3 (Tax Credit Payment)
shall, in the absence of manifest error, be prima facie evidence of the
existence and amounts of the specified obligations of the
Guarantor.

       

       

      
        	
                14.  

              	
                Transfer

              


      

       

      
        	
                14.1  

              	
                Binding
      Agreement

              


      

       

      This Deed
shall be binding upon and enure to the benefit of each party hereto and its or
any subsequent successors.

       

      
        	
                14.2  

              	
                No
      Assignments by the Guarantor

              


      

       

      The
Guarantor shall not be entitled to assign or transfer all or any of its rights,
benefits and obligations under this Deed.

       

      
        	
                14.3  

              	
                Security
      Trustee

              


      

       

      
        	
                14.3.1  

              	
                The
      Security Trustee shall have a full and unfettered right to assign or
      transfer at its own cost and expense the whole or any part of the benefit
      of and/or its obligations under this Deed to any other financial
      institution which is to replace the Security Trustee pursuant to Clause 9
      of the Trust Deed provided that if such transfer or assignment would have
      the effect, with reference to the facts and circumstances existing and
      known to the parties at the time of such transfer or assignment, of
      imposing on the Guarantor any cost or liability or contingent liability
      other than that which would otherwise be payable or incurred by the
      Guarantor had no such transfer or assignment occurred, then the Guarantor
      shall not be liable for such additional cost 

                 

              


      

      
         

        
          
            
            

          

          
            - 17 -

            
              

            

          

          
            
            

          

        

        
          	
                   

                	
                  
                    or
      liability, and any assignee or transferee shall be entitled to enforce and
      proceed upon this Deed in the same manner as if named
      herein.

                  

                


        

         

      

      
        	
                14.3.2  

              	
                In
      the event of the Security Trustee exercising its right of assignment or
      transfer under Clause 14.3.1 above, it shall, within a reasonable period
      of so doing, notify the Guarantor in
writing.

              


      

       

      
        	
                14.4  

              	
                Disclosure
      of Information

              


      

       

      Each
Beneficiary shall treat and ensure that its respective officers, employees and
agents shall treat and hold as strictly confidential all information disclosed
in relation to the Finance Documents and the transactions contemplated thereby
and not disclose any, all, or part of such information to, or discuss the same
with, any third party, or make use of any, all or part of the information for
other purposes except that any Beneficiary may disclose to any
person:

       

      
        	
                14.4.1  

              	
                to
      whom such Beneficiary assigns or transfers (or may potentially assign or
      transfer) all or any of its rights, benefits and obligations under the
      Finance Documents;

              


      

       

      
        	
                14.4.2  

              	
                with
      whom such Beneficiary enters into (or may potentially enter into) any
      sub-participation in relation to, or any other transaction under which
      payments are to be made by reference to, the Finance Documents, the
      Borrower or the Guarantor;

              


      

       

      
        	
                14.4.3  

              	
                being
      an auditor employed in the normal course of its
  business;

              


      

       

      
        	
                14.4.4  

              	
                being
      its agent, contractor, third party service provider or professional
      adviser;

              


      

       

      
        	
                14.4.5  

              	
                being
      a rating agency or insurer, insurance broker or direct or indirect
      provider of credit protection;

              


      

       

      
        	
                14.4.6  

              	
                being
      its holding company, head office or regional office, any branch or
      subsidiary; or

              


      

       

      
        	
                14.4.7  

              	
                to
      whom information may be required to be disclosed by any applicable
      law,

              


      

       

      such
information about the Borrower, the Guarantor and the Finance Documents as such
Beneficiary shall consider appropriate, provided that if such
disclosure is pursuant to sub-clauses 14.4.1 or 14.4.2 above, the person to whom
it is proposed such information be given shall have first entered into a
Confidentiality Undertaking and if such disclosure is pursuant to sub-clause
14.4.4, the person to whom it is proposed such information be given shall,
except in the case of professional advisers, have a subsisting confidentiality
agreement between such person and the relevant Finance Party obliging that
person to keep confidential all such information disclosed, and any such
disclosure by a Finance Party shall be subject to any duty of confidentiality
imposed on it by applicable laws and regulations. This Clause 14.4 is not and
shall not be deemed to constitute an express or implied agreement by the Finance
Parties with the Guarantor for a higher degree of confidentiality than that
prescribed in Section 47 of the Banking Act, Chapter 19 of Singapore (the “Banking Act”) and in the Third
Schedule to the Banking Act.

       

       

      
        	
                15.  

              	
                Remedies
      and Waivers, Partial Invalidity

              


      

       

      
        	
                15.1  

              	
                Remedies
      and Waivers

              


      

       

      No
failure to exercise, nor any delay in exercising, on the part of any
Beneficiary, any right or remedy under the Finance Documents shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise thereof or the 

      
        
          
          

        

        
          - 18 -

          
            

          

        

        
          
          

        

      

       

      exercise
of any other right or remedy. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by
law.

       

      
        	
                15.2  

              	
                Partial
      Invalidity

              


      

       

      If, at
any time, any provision hereof is or becomes illegal, invalid or unenforceable
in any respect under the law of any applicable jurisdiction, neither the
legality, validity or enforceability of the remaining provisions hereof nor the
legality, validity or enforceability of such provision under the law of any
other applicable jurisdiction shall in any way be affected or impaired
thereby.

       

       

      
        	
                16.  

              	
                Amendments
      and Waivers

              


      

       

      Any term
of this Deed may be amended or waived only if the Security Trustee and the
Guarantor so agree in writing and any such amendment or waiver will be binding
on all parties.

       

       

      
        	
                17.  

              	
                Notices

              


      

       

      
        	
                17.1  

              	
                Communications
      in Writing

              


      

       

      Each
communication to be made under the Finance Documents shall be made in writing
and, unless otherwise stated, shall be made by fax or letter.

       

      
        	
                17.2  

              	
                Addresses

              


      

       

      Any
communication or document to be made or delivered pursuant to the Finance
Documents shall (unless the recipient of such communication or document has, by
fifteen days’ written notice to the Security Trustee, specified another address
or fax number) be made or delivered to the address or fax number identified with
its name below and marked for the attention of the person (if any) from time to
time designated by the relevant party hereto for the purposes of this
Deed.

       

      
        	
                17.3  

              	
                Delivery

              


      

       

      Any
communication or document to be made or delivered by one person to another
pursuant to the Finance Documents shall:

       

      
        	
                17.3.1  

              	
                if
      by way of fax, be deemed to have been received when transmission has been
      completed; and

              


      

       

      
        	
                17.3.2  

              	
                if
      by way of letter, be deemed to have been delivered when left at the
      relevant address or, as the case may be, 10 days after being deposited in
      the post postage prepaid in an envelope addressed to it at such
      address,

              


      

       

      provided that any
communication or document to be made or delivered to the Security Trustee shall
be effective only when received by its agency division and then only if the same
is expressly marked for the attention of the department or officer identified
with the Security Trustee’s signature below (or such other department or officer
as the Security Trustee shall from time to time specify for this
purpose).

       

      
        
          
          

        

        
          - 19 -

          
            

          

        

        
          
          

        

      

      
        	
                17.4  

              	
                English
      Language

              


      

       

      Each
communication and document made or delivered by one party to another pursuant to
this Deed shall be in the English language or accompanied by a translation
thereof into English certified (by an officer of the person making or delivering
the same) as being a true and accurate translation thereof.

       

       

      
        	
                18.  

              	
                Nature
      of Obligations

              


      

       

      Subject
to Clause 2.3 (Limitation of
Liability) and Clause 2.4 (Release of Guarantee), the
obligations of the Guarantor under or in respect of Clauses 8, 10, 11 and
12 shall continue even after all amounts payable under the Finance Documents
have been repaid or prepaid.

       

       

      
        	
                19.  

              	
                Counterparts

              


      

       

      This Deed
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.

       

       

      
        	
                20.  

              	
                Governing
      Law

              


      

       

      This Deed
is governed by Singapore law.

       

       

      
        	
                21.  

              	
                Jurisdiction

              


      

       

      
        	
                21.1  

              	
                Singapore
      Courts

              


      

       

      The
courts of Singapore have jurisdiction to settle any dispute (a “Dispute”) arising out of or in
connection with this Deed (including a dispute regarding the existence, validity
or termination of this Deed or the consequences of its nullity).

       

      
        	
                21.2  

              	
                Convenient
      Forum

              


      

       

      The
Guarantor waives any objection it might now or hereafter have to the courts
referred to in Clause 21.1 (Singapore Courts) being
nominated to settle Disputes and accordingly, agrees that they will not argue to
the contrary.

       

      
        	
                21.3  

              	
                Non-exclusive
      Jurisdiction

              


      

       

      The
submission to the jurisdiction of the courts referred to in Clause 21.1 shall
not (and shall not be construed so as to) limit the right of each of the
Beneficiaries to take proceedings against the Guarantor or, the Guarantor to
take proceedings against the Beneficiaries or any one or more of them or any
other party, in any other court of competent jurisdiction nor shall the taking
of proceedings in any one or more jurisdictions preclude the taking of
proceedings in any other jurisdiction (whether concurrently or not) if and to
the extent permitted by applicable law.

       

      
        	
                21.4  

              	
                Service
      of Process

              


      

       

      
        	
                21.4.1  

              	
                The
      Guarantor irrevocably appoints Micron Semiconductor Asia Pte. Ltd. (with
      its address at 990 Bendemeer Road, Singapore 339942, fax no. +65 6290
      3690, attention: Managing Director) to receive, for it and on its behalf,
      service of process in any Disputes in Singapore. Such service shall be
      deemed completed on delivery to the relevant process agent (whether or not
      it is forwarded to and received by the


              


      

      
         

        
          
            
            

          

          
            - 20 -

            
              

            

          

          
            
            

          

        

        
          	
                   

                	
                  
                    Guarantor).
      If for any reason a process agent ceases to be able to act as such or no
      longer has an address in Singapore, the Guarantor irrevocably agrees to
      appoint a substitute process agent acceptable to the Security Trustee, and
      to deliver to the Security Trustee a copy of the new process agent's
      acceptance of that appointment, within 30
  days.

                  

                


        

         

      

      
        	
                21.4.2  

              	
                The
      Guarantor irrevocably consents to any process in any Disputes anywhere
      being served by mailing a copy by registered post to it in accordance with
      Clause 17 (Notices).  Such
      service shall become effective 30 days after
  mailing.

              


      

       

      
        	
                21.4.3  

              	
                Nothing
      shall affect the right to serve process in any other manner permitted by
      law.

              


      

       


      
        
           


        

        
          - 21 -

          
            

          

        

        
           


        

      


      
 

       

      In witness whereof the parties
hereto have executed and delivered this Deed, under seal, as of the day and year
first above written.

       

      


       

      The
Guarantor

       

      


       

      THE
COMMON SEAL of                                

       

      MICRON TECHNOLOGY,
INC.                                                                                               COMMON
SEAL AFFIXED

       

      was
hereunto affixed in the presence of :                      

       

      


       

      


       

      


       

      SGD NORMAN L.
SCHLACHTER                                                                

       

      Authorised
Officer

       

      Name:
Norman L. Schlachter

       

      


       

      


       

      Address:               Micron
Semiconductor Asia Pte. Ltd.

       

      990 Bendemeer Road

       

      Singapore 339442

       

      Fax
No:                  +65
6290 3690

       

      Attention:             Managing
Director

       

      


       

      cc:                          
Micron Technology, Inc.

       

      8000 South Federal Way

       

      Boise, Idaho 83716-9632

       

      U.S.A.

       

      Attention: General Counsel

       

      


       


      
        
           


        

        
          - 22 -

          
            

          

        

        
           


        

      


      The
Security Trustee

       

      


       

      SIGNED

       

      by                                                                                          SGD KAREN HENG
(MANAGER)

       

      for and
on behalf
of                                                                                       SGD IRENE NG (ASSISTANT
MANAGER)

       

      ABN
AMRO BANK N.V., SINGAPORE BRANCH

       

      in the
presence of :

       

      


       

      


       

      


       

      


       

      Address:               One
Raffles Quay

       

      South Tower, Level 26

       

      Singapore 048583

       

      Fax
No:                  +65
6518 6035 / 6012

       

      Attention:             Yong
Peck Yuen / Irene Ng

       

       

       

      


       

      


       

      


       

      


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