q308exhibit10-61.htm


    
       

      Exhibit 10.61

       

       


      
        
 


      CONFORMED
COPY

      


      Dated 31
March 2008

      


      


      TECH
SEMICONDUCTOR SINGAPORE PTE. LTD.

      as
Borrower

      


      


      ABN
AMRO BANK N.V.

      CITIBANK,
N.A., SINGAPORE BRANCH

      CITIGROUP
GLOBAL MARKETS SINGAPORE PTE LTD

      DBS
BANK LTD

      OVERSEA-CHINESE
BANKING CORPORATION LIMITED

      as
Original Mandated Lead Arrangers

      


      


      CITICORP
INVESTMENT BANK (SINGAPORE) LIMITED

      as
Facility Agent

      


      


      ABN
AMRO BANK N.V., SINGAPORE BRANCH

      as
Security Trustee

      


      and

      


      THE
BANKS

      as
defined herein

      


      


      US$600,000,000

      FACILITY
AGREEMENT


      
        
          
            
              	
                      ALLEN
      & GLEDHILL LLP 

                      ONE
      MARINA BOULEVARD #28-00 

                      SINGAPORE
      018989 

                    


            

            


             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      TABLE
OF CONTENTS

      
 

      
        


          
            	Contents	 	Page
	
                    1.

                     

                  	
                    Definitions
      and Interpretation

                  	
                    1

                  
	
                    2.

                     

                  	
                    The
      Facility

                  	
                    14

                  
	
                    3.

                     

                  	
                    Utilisation
      of the Facility

                  	
                    15

                  
	
                    4.

                     

                  	
                    Interest
      Periods

                  	
                    16

                  
	
                    5.

                     

                  	
                    Payment
      and Calculation of Interest

                  	
                    17

                  
	
                    6.

                     

                  	
                    Market
      Disruption and Alternative Interest Rates

                  	
                    17

                  
	
                    7.

                     

                  	
                    Notification

                  	
                    18

                  
	
                    8.

                     

                  	
                    Repayment
      of the Facility

                  	
                    19

                  
	
                    9.

                     

                  	
                    Prepayment
      and Cancellation

                  	
                    19

                  
	
                    10.

                     

                  	
                    Taxes

                  	
                    21

                  
	
                    11.

                     

                  	
                    Tax
      Receipts

                  	
                    22

                  
	
                    12.

                     

                  	
                    Increased
      Costs

                  	
                    23

                  
	
                    13.

                     

                  	
                    Illegality

                  	
                    25

                  
	
                    14.

                     

                  	
                    Mitigation

                  	
                    25

                  
	
                    15.

                     

                  	
                    Representations

                  	
                    26

                  
	
                    16.

                     

                  	
                    Financial
      Information and other information

                  	
                    30

                  
	
                    17.

                     

                  	
                    Financial
      Condition

                  	
                    31

                  
	
                    18.

                     

                  	
                    Covenants

                  	
                    33

                  
	
                    19.

                     

                  	
                    Events
      of Default

                  	
                    42

                  
	
                    20.

                     

                  	
                    Commitment
      Commission and Fees

                  	
                    48

                  
	
                    21.

                     

                  	
                    Costs
      and Expenses

                  	
                    49

                  
	
                    22.

                     

                  	
                    Default
      Interest and Break Costs

                  	
                    49

                  
	
                    23.

                     

                  	
                    Borrower’s
      Indemnities

                  	
                    50

                  
	
                    24.

                     

                  	
                    Currency
      of Account and Payment

                  	
                    51

                  


          

           

          
            
              
              

            

            
              - i
-

              
                

              

            

            
              
              

            

          

          
            	
                    25.

                     

                  	
                    Payments

                  	
                    51

                  
	
                    26.

                     

                  	
                    Set-Off

                  	
                    53

                  
	
                    27.

                     

                  	
                    Sharing

                  	
                    53

                  
	
                    28.

                     

                  	
                    Accounts

                  	
                    54

                  
	
                    29.

                     

                  	
                    The
      Facility Agent, The Original Mandated Lead Arrangers and The
      Banks

                  	
                    57

                  
	
                    30.

                     

                  	
                    Assignments
      and Transfers

                  	
                    62

                  
	
                    31.

                     

                  	
                    Calculations
      and Evidence of Debt

                  	
                    65

                  
	
                    32.

                     

                  	
                    Remedies
      and Waivers, Partial Invalidity

                  	
                    66

                  
	
                    33.

                     

                  	
                    Notices

                  	
                    66

                  
	
                    34.

                     

                  	
                    Counterparts

                  	
                    68

                  
	
                    35.

                     

                  	
                    Amendments

                  	
                    68

                  
	
                    36.

                     

                  	
                    Governing
      Law

                  	
                    69

                  
	
                    37.

                     

                  	
                    Jurisdiction

                  	
                    69

                  
	
                    Schedule
      1  

                     

                  	
                    The
      Banks

                  	71
	
                    Schedule
      2  

                     

                  	Form of Transfer
      Certificate	72
	
                    Schedule
      3  

                     

                  	Conditions
      Precedent	75
	
                    Schedule
      4  

                     

                  	Notice of
      Drawdown	78
	
                    Schedule
      5  

                     

                  	Form of Compliance
      Certificate	79
	
                    Schedule
      6  

                     

                  	Confidentiality
      Undertaking	80
	
                    Schedule
      7  

                     

                  	Standing Payment
      Instructions	83


          


          
            
               


            

            
              - ii
-

              
                

              

            

            
               


            

          

        

      

      This Agreement is made on 31
March 2008

       

      Among

       

      
        	
                (1)

              	
                TECH Semiconductor Singapore
      Pte. Ltd. (company registration number: 199102059C) (the Borrower”), 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 (the
      “Original Mandated Lead
      Arrangers”), as original mandated lead
  arrangers;

              


      

       

      
        	
                (3)

              	
                Citicorp Investment Bank
      (Singapore) Limited (the “Facility Agent”), as
      facility agent;

              


      

       

      
        	
                (4)

              	
                ABN Amro Bank N.V., Singapore
      Branch (the “Security Trustee”), as
      security trustee; and

              


      

       

      
        	
                (5)

              	
                The
      Banks (as defined below).

              


      

       

      
        	
                 
      

              	
                It
      is agreed as follows:

              


      

       

       

      
        	
                1.

              	
                Definitions
      and Interpretation

              


      

       

      
        	
                1.1

              	
                Definitions

              


      

       

      In this
Agreement:

       

      “Accession Undertaking” shall
have the meaning ascribed thereto in the Trust Deed.

       

      “Accounts” means the bank
accounts of the Borrower from time to time.

       

      “Actual Additional Capital
Expenditure” has the meaning given to it in Clause 18.16.4.

       

      “Advance” means an advance (as
from time to time consolidated, divided or reduced by repayment or prepayment)
made or to be made by the Banks under the Facility.

       

      “Approved Capital Expenditure”
means approved expenditure of a capital nature as permitted under Clause
18.16 (Capital
Expenditure).

       

      “Assembly and Test Services
Agreement” means the assembly and test service agreement dated 16 July
2005 between Micron and the Borrower.

       

      “Asset Based Financing” means
any transaction entered into by the Borrower pursuant to which the Borrower
leases, acquires, mortgages or finances the acquisition of an asset (including,
without limitation, finance, capital or operating leases, sale and lease back
and/or hire purchase transactions).

       

      “Authorised Investments”
means:

       

      
        	
                 
      

              	
                (a)

              	
                investments
      denominated in Singapore dollars, for Singapore dollar amounts, US dollars
      for US dollar amounts or any other currency where that is required for
      operational purposes and made in the form of demand or time deposits,
      certificates of deposit or other unsecured and non-subordinated debt
      obligations placed with or, as the case may be, issued by any Bank or any
      corporation, if in the case of a corporation, the then current rating of
      Standard & Poor's International Rating, Ltd. of such unsecured and
      non-subordinated obligations of such corporation is at least A or the then
      current rating of Moody's Investors


              


      

       

      
        
          
          

        

        
          - 1 -

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 

              	
                
                  Service
      Inc. of such unsecured and non-subordinated obligations of such
      corporation is at least A2;
or

                

              


      

       

      
        	
                 
      

              	
                (b)

              	
                such
      other investments as may be approved by the Instructing Group from time to
      time.

              


      

       

      “Availability Period” means, in relation to
the Facility, the period from and including the date of this Agreement to and
including the earlier of (a) 31 December 2008 and (b) the first Business Day on
which the Available Commitment of each of the Banks is zero and is not available
to be drawn in accordance with the terms of this Agreement.

       

      “Available Commitment” means,
in relation to a Bank at any time and save as otherwise provided herein, its
Commitment at such time less the aggregate of its
share of the Advances which have been made.

       

      “Available Facility” means, at
any time, the aggregate amount of the Available Commitments adjusted, in the
case of any proposed drawdown of the Facility, so as to take into account any
reduction in the Commitment of a Bank taking effect on or before the proposed
drawdown date pursuant to the terms hereof.

       

      “Bank” means any financial
institution:

       

      
        	
                 
      

              	
                (a)

              	
                named
      in Schedule 1 (The
      Banks); or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                which
      has become a party hereto in accordance with Clause 30.4 (Assignments by Banks)
      or Clause 30.5 (Transfers by
      Banks),

              


      

       

      and which
has not ceased to be a party hereto in accordance with the terms
hereof.

       

      “Borrower Accounts Assignment”
means an assignment of the Accounts, in a form agreed between the Security
Trustee and the Borrower, to be duly executed by the Borrower in favour of the
Security Trustee.

       

      “Business Day” means a day
(other than a Saturday or Sunday) which is not a public holiday and on which
banks are open for general business in Singapore, Hong Kong, Taipei and (in
relation to any date for payment or purchase of US dollars) New York
City.

       

      “CIBSL” means Citicorp
Investment Bank (Singapore) Limited acting, as the context requires, in its
capacity as agent for the Existing Lenders under the Existing Credit
Agreement.

       

      “Commitment” means, in relation
to a Bank at any time and save as otherwise provided herein, the amount set
opposite its name under the heading “Commitment” in Schedule 1
(The
Banks).

       

      “Compliance Certificate” means
a certificate substantially in the form set out in Schedule 5 (Form of Compliance
Certificate).

       

      “Confidentiality Undertaking”
means a confidentiality undertaking substantially in the form set out in
Schedule 6 (Confidentiality
Undertaking) or such other form as may be agreed between the Facility
Agent and the Borrower.

       

      “Core Commercial Agreements”
means the Assembly and Test Services Agreement, the Lease, the Purchase
Agreement, the Shareholders’ Agreement, the Technical Assistance Agreement, the
Wafer Purchase Agreement, the Secondary Silicon Purchase Agreement,


       

      
        
          
          

        

        
          - 2 -

          
            

          

        

        
          
          

        

      

      the U.S.
Wafer Purchase Agreement, the U.S. Unit-To-Test Product Purchase Agreement and
the Wafer Purchase Agreement for Subcontracted Processes.

       

      “Debenture” means a fixed and
floating charge over the assets and revenues of the Borrower (including
inventories, receivables and debts) in a form agreed between the Security
Trustee and the Borrower, to be duly executed by the Borrower in favour of the
Security Trustee.

       

      “Debt Service Deposit Accounts”
means (a) the interest bearing account, account number and designation
0001-002765-3 USD opened or to be opened with DBS Bank Ltd (which may be divided
into sub-accounts) and (b) the interest bearing account, account number and
designation 501-682702-401 opened or to be opened with Oversea-Chinese Banking
Corporation Limited (which may be divided into sub-accounts), in each case by
the Borrower for the purpose of receiving a deposit from the Borrower to be held
as security pursuant to the Borrower Accounts Assignment and “Debt Service Deposit Account”
shall mean either of them.

       

      “Dispute” means any dispute
referred to in Clause 37 (Jurisdiction).

       

      “Encumbrance” means (a) a
mortgage, charge, pledge, lien or other encumbrance securing any obligation of
any person, (b) any arrangement under which money or claims to, or the benefit
of, a bank or other account may be applied, set off or made subject to a
combination of accounts so as to effect discharge of any sum owed or payable to
any person or (c) any other type of preferential arrangement (including any
title transfer and retention arrangement) having a similar effect.

       

      “Environmental Claim” means any
claim, proceedings or investigation by any person pursuant to any Environmental
Law.

       

      “Environmental Law” means any
applicable law in any jurisdiction in which the Borrower conducts business which
relates to the pollution or protection of the environment or harm to or the
protection of human health or the health of animals or plants.

       

      “Environmental Permits” means
any permit, licence, consent, approval and other authorisation and the filing of
any notification, report or assessment required under any Environmental Law for
the operation of the business of the Borrower conducted on or from the
properties owned or used by the Borrower.

       

      “Event of Default” means any
circumstance described as such in Clause 19 (Events of
Default).

       

      “Excess Cash” has the meaning
given to it in Clause 18.16.4.

       

      “Existing Credit Agreement”
means the US$400,000,000 facility agreement dated 24 November 2005 between the
Borrower, CIBSL as facility agent and DBS Bank Ltd as security trustee and the
financial institutions referred to therein as mandated lead arrangers, lead
arrangers, lead managers, managers and banks.

       

      “Existing Security Documents”
means the Security Documents as such term is defined in the Existing Credit
Agreement.

       

      “Existing Lenders” means the
financial institutions referred to as “Banks” in the Existing Credit
Agreement.

       

      
        
          
          

        

        
          - 3 -

          
            

          

        

        
          
          

        

      

      “Facility” means the term loan
facility granted to the Borrower in this Agreement.

       

      “Facility Office” means, in
relation to any Finance Party, the office identified with its signature below
or, in the case of a Transferee, at the end of the Transfer Certificate to which
it is a party as Transferee or such other office as any Finance Party may from
time to time select by notice to the Facility Agent (by not less than five
Business Days’ written notice).

       

      “Final Maturity Date” means 25
May 2012.

       

      “Finance Documents” means this
Agreement, the Security Documents, any fee letter delivered pursuant to Clause
20 (Commitment Commission and
Fees) and any other document designated in writing as such by the
Facility Agent and the Borrower.

       

      “Finance Parties” means the
Facility Agent, the Security Trustee and the Banks.

       

      “Financial Indebtedness” means
any indebtedness for or in respect of:

       

      
        	
                 
      

              	
                (a)

              	
                Indebtedness
      For Borrowed Money;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      documentary or standby letter of credit facility or performance bond
      facility;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      interest rate swap, currency swap, forward foreign exchange transaction,
      cap, floor, collar or option transaction or any other treasury transaction
      or any combination thereof or any other transaction entered into in
      connection with protection against or benefit from fluctuation in any rate
      or price (and the amount of the Financial Indebtedness in relation to any
      such transaction shall be calculated by reference to the mark-to-market
      valuation of such transaction at the relevant time);
  and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      guarantee or indemnity for any of the items referred to in paragraphs (a)
      to (c) above.

              


      

       

      “Indebtedness For Borrowed
Money” means any indebtedness for or in respect of:

       

      
        	
                 
      

              	
                (a)

              	
                moneys
      borrowed;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      amount raised by acceptance under any acceptance credit
      facility;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      amount raised pursuant to any note purchase facility or the issue of
      bonds, notes, debentures, loan stock or any similar
      instrument;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      amount raised pursuant to any issue of shares which are expressed to be
      redeemable;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      amount of any liability in respect of any lease or hire purchase contract
      which would, in accordance with generally accepted accounting principles
      in the relevant jurisdiction, be treated as a finance or capital
      lease;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      amount of any liability in respect of any advance or deferred purchase
      agreement if one of the primary reasons for entering into such agreement
      is to raise finance;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                receivables
      sold or discounted (other than on a non-recourse
  basis);

              


      

       

      
        
          
          

        

        
          - 4 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (h)

              	
                any
      agreement or option to re-acquire an asset if one of the primary reasons
      for entering into such agreement or option is to raise
      finance;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      amount raised under any other transaction (including any forward sale or
      purchase agreement) having the commercial effect of a borrowing;
      and

              


      

       

      
        	
                 
      

              	
                (j)

              	
                the
      amount of any liability in respect of any guarantee or indemnity for any
      of the items referred to in paragraphs (a) to (i)
  above.

              


      

       

      “Information Memorandum” means
the document dated January 2008 concerning the Borrower which, at its request
and on its behalf, was prepared in relation to this transaction and distributed
to selected banks.

       

      “Instructing Group”
means:

       

      
        	
                 
      

              	
                (a)

              	
                whilst
      no Advances are outstanding, a Bank or Banks whose Commitments amount in
      aggregate to 66 2/3 per cent. or more of the Total Commitments;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                whilst
      at least one Advance is outstanding, a Bank or Banks to whom in aggregate
      66 2/3 per cent. or more of the Loan is (or, immediately prior to its
      repayment, was then) owed.

              


      

       

      “Insurance Assignment” means an
assignment of insurances, in a form agreed between the Security Trustee and the
Borrower, to be duly executed by the Borrower in favour of the Security
Trustee.

       

      “Insurance Expert” means
Lockton Companies (Singapore) Private Limited or such other insurance adviser as
may be from time to time reasonably acceptable to the Facility
Agent.

       

      “Interest Period” means, save
as otherwise provided herein:

       

      
        	
                 
      

              	
                (a)

              	
                any
      of those periods mentioned in Clause 4.1 (Interest Periods);
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      relation to an Unpaid Sum, any of those periods mentioned in Clause 22.1
      (Default Interest
      Periods).

              


      

       

      “Lease” means the 30-year lease
of the Site commencing from 1 November 1991 granted by the Jurong Town
Corporation to the Borrower comprised in the lease registered as IA/168613A at
the Singapore Land Authority.

       

      “Loan” means, at any time, the
aggregate principal amount of outstanding Advances.

       

      “Margin” means two point five
per cent. (2.5 per cent.) per annum.

       

      “Material Adverse Effect” means (a) an effect on
the business, operations, property, condition (financial or otherwise) or
prospects of the Borrower which would reasonably be expected to have a material
adverse effect on the ability of the Borrower to perform its payment obligations
under the Finance Documents to which it is party unless such term is used in
Clause 19 (Events of
Default) (other than Clause 19.10 (Litigation)), in which event
it shall mean a material adverse effect on the ability of any of the Obligors to
perform its payment or (in the case of the Borrower only) other material
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.

       

      
        
          
          

        

        
          - 5 -

          
            

          

        

        
          
          

        

      

      “Micron” means Micron
Technology, Inc., a company incorporated in Delaware, U.S.A.

       

      “Micron Corporate Guarantee”
means the conditional guarantee given by Micron in the form agreed between the
Finance Parties and Micron, to be duly executed by Micron in favour of the
Security Trustee.

       

      "Micron Security Documents"
means the security documents entered or to be entered into by the Borrower in
favour of Micron in connection with the Micron Corporate Guarantee, complying
with the requirements of Clause 18.13.1.

       

      “Mortgage” means a mortgage, in
a form agreed between the Security Trustee and the Borrower, over the Site to be
duly executed by the Borrower in favour of the Security Trustee.

       

      “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.

       

      “Non-Repeated Representations”
means each of the representations set out in Clause 15.10 (No Winding-Up) to Clause
15.24 (Payments of
Taxes).

       

      “Notice of Drawdown” means a
notice substantially in the form set out in Schedule 4 (Notice of
Drawdown).

       

      “Obligor” means the Borrower or
any party to a Finance Document (other than the Finance Parties and the Original
Mandated Lead Arrangers).

       

      “Operating Accounts” means the
Accounts other than the Debt Service Deposit Accounts.

       

      “Original Financial Statements”
means the audited financial statements of the Borrower for its financial year
ended 30 August 2007.

       

      “Permitted Encumbrance”
means:

       

      
        	
                 
      

              	
                (a)

              	
                encumbrances
      for taxes, fees, assessments or other governmental charges which arise by
      operation of law and are not delinquent or remain payable without penalty
      or are being contested in good faith and in an appropriate manner,
      provided in each case that an appropriate reserve has been made
      therefor;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                encumbrances
      consisting of carriers', warehousemen's, mechanics', landlords',
      materialmen's, repairmen's or other similar encumbrances arising by
      operation of law and in the ordinary course of business which are not
      delinquent or remain payable without penalty or are being contested in
      good faith and in an appropriate manner provided in each case that an
      appropriate reserve has been made
therefor;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                encumbrances
      securing (i) the performance of bids, trade contracts (other than
      indebtedness for borrowed money), leases or statutory obligations, (ii)
      contingent obligations with respect to surety and appeal bonds, or letters
      of credit, and (iii) other obligations of a like nature provided that, in
      each case such encumbrances are incurred in the ordinary course of
      business and are not delinquent or remain


              


      

       

      
        
          
          

        

        
          - 6 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                 

              	
                
                  payable
      without penalty or are being contested in good faith and in an appropriate
      manner and an appropriate reserve has been made
      therefor;

                

              


      

       

      
        	
                 
      

              	
                (d)

              	
                encumbrances
      consisting of easements, rights-of-way, restrictions and other similar
      encumbrances incurred in the ordinary course of business which, in the
      aggregate, do not materially detract from the value of the property
      subject thereto or interfere with the ordinary conduct of the business of
      the Borrower;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                subject
      to Clause 18.24 (Permitted Financial
      Indebtedness), encumbrances created in respect of any Asset Based
      Financing where the encumbrances do not extend beyond the property
      purchased or financed (whether before, on or after the date of this
      Agreement), and all replacements, additions, attachments and accessions
      thereto, and the proceeds (including insurance proceeds)
      thereof;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                encumbrances
      arising in the ordinary course of the Borrower's business solely by virtue
      of any statutory, common law or contractual provisions relating to
      banker's encumbrances, rights of set-off or similar rights and remedies as
      to deposit or operating accounts;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                encumbrances
      in the nature of leases and subleases of, and licenses and sublicenses
      where the Borrower is the lessor or licensor (or sublessor or sublicensor)
      provided that such leases, subleases, licenses and sublicenses do not in
      the aggregate materially interfere with the business of the
      Borrower;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                encumbrances
      created pursuant to the Finance
Documents;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                encumbrances
      created over equipment and related assets to secure the balance of the
      purchase price payable therefor provided that the aggregate amount of all
      such unpaid purchase prices that remain unpaid more than 60 days after any
      testing of the relevant asset has been completed and such asset has been
      accepted by the Borrower shall not exceed US$10,000,000 or its equivalent
      in other currencies;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                subject
      to Clause 18.24 (Permitted Financial
      Indebtedness), encumbrances securing indebtedness permitted for
      financing or refinancing all or part of the purchase price for equipment
      or related assets;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                encumbrances
      created pursuant to the Micron Security Documents;
  and

              


      

       

      
        	
                 
      

              	
                (l)

              	
                encumbrances
      created pursuant to the Existing Credit Agreement and the Existing
      Security Documents.

              


      

       

      “Permitted Financial
Indebtedness” means:

       

      
        	
                 
      

              	
                (a)

              	
                Financial
      Indebtedness outstanding under the Finance
  Documents;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Financial
      Indebtedness incurred for or in respect of any documentary or standby
      letter of credit facility or performance bond
  facility;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Financial
      Indebtedness incurred for or in respect of any interest rate swap,
      currency swap, forward foreign exchange transaction, cap, floor, collar or
      option transaction or any other treasury transaction or any combination
      thereof or any other transaction entered into in connection with
      protection against or benefit from fluctuation in any rate or price (and
      the amount of the Financial Indebtedness in


              


      

       

      
         

        
          
            
            

          

          
            - 7 -

            
              

            

          

          
            
            

          

        

        
          	
                   
      

                	
                   

                	
                  relation
      to any such transaction shall be calculated by reference to the
      mark-to-market valuation of such transaction at the relevant
      time);

                


        

      

       

      
        	
                 
      

              	
                (d)

              	
                any
      guarantee or indemnity for any of the items referred to in paragraphs (b)
      and (c) above;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Financial
      Indebtedness incurred by the Borrower under any Asset Based Financing
      provided that (i) the maximum aggregate amount of principal and interest
      accrued and payable by the Borrower under all Asset Based Financing
      (excluding Asset Based Financing for leases relating to the operation of
      gas plants) does not exceed US$200,000,000 or its equivalent outstanding
      at any time and (ii) the maximum aggregate amount of principal and
      interest accrued and payable by the Borrower under all Asset Based
      Financing (excluding Asset Based Financing in the form of operating leases
      and finance leases) does not exceed US$100,000,000 at any
      time;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Subordinated
      Debt made available by and owing to the Shareholders and/or the parties to
      the Shareholders’ Agreement; and

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Financial
      Indebtedness outstanding under the Existing Credit Agreement or the
      Existing Security Documents, provided such Financial Indebtedness is fully
      repaid by the Borrower either out of its cashflow before the first Advance
      is made hereunder and/or with the proceeds of such first
      Advance.

              


      

       

      “Plant” means each of the
advanced wafer fabrication plants operated by the Borrower.

       

      “Potential Event of Default”
means any event which would become (with the passage of time, the giving of
notice, the making of any determination hereunder or any combination thereof
pursuant to Clause 19 (Events
of Default)) an Event of Default provided that:

       

      
        	
                 
      

              	
                (a)

              	
                for
      the purpose of Clause 15.9 (No Defaults),
      Potential Event of Default shall mean the making of any Advance which
      would reasonably be expected to result in an Event of Default;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                for
      the avoidance of doubt, no projection prepared or produced by the Borrower
      for its internal purposes with respect to its financial condition shall,
      in and of itself, constitute a Potential Event of Default (it being
      understood that any event relating to or relied upon as a basis of, such
      projection may be a Potential Event of Default if it falls within the
      definition thereof (excluding this paragraph
  (b)).

              


      

       

      “Project” means the operation
and upgrading of the Plant by the Borrower.

       

      “Proportion” means, in relation
to a Bank:

       

      
        	
                 
      

              	
                (a)

              	
                whilst
      no Advances are outstanding, the proportion borne by its Commitment to the
      Total Commitments (or, if the Total Commitments are then zero, by its
      Commitment to the Total Commitments immediately prior to their reduction
      to zero); or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                whilst
      at least one Advance is outstanding, the proportion borne by its share of
      the Loan to the Loan.

              


      

       

      “Purchase Agreement” means the
purchase agreement entered into between Micron and the Borrower dated 1 October
1998 (as amended from time to time).

       

      
        
          
          

        

        
          - 8 -

          
            

          

        

        
          
          

        

      

      “Quotation Date” means, in
relation to any period for which an interest rate is to be determined under the
Finance Documents, 11:00am (Singapore time) on the date falling two Singapore
Business Days prior to the first day of that period.

       

      “Reference Banks” means the
principal Singapore offices of ABN AMRO Bank N.V., Oversea-Chinese Banking
Corporation Limited, Citibank, N.A. and DBS Bank Ltd or such banks as may be
selected as such by the Facility Agent after consultation with the
Borrower.

       

      “Relevant Loan Balance” means
the principal amount of the Loan outstanding at the close of business on the
last day of the Availability Period.

       

      “Repayment Date” means each of
the dates specified in Clause 8 (Repayment of the
Facility).

       

      “Repayment Instalment” means
each of the instalments for repayment of the Loan specified in Clause 8 (Repayment of the
Facility).

       

      “Repeated Representations”
means each of the representations set out in Clause 15.1  (Status) to Clause 15.9 (No Defaults).

       

      “Secondary Silicon Purchase
Agreement” means the secondary silicon purchase agreement dated 1
December 1998 entered into between, among others, Micron and the
Borrower.

       

      “Security Documents” means the
Borrower Accounts Assignment, the Debenture, the Insurance Assignment, the
Micron Corporate Guarantee, the Mortgage, the Security Sharing Agreement and the
Trust Deed.

       

      “Security Sharing Agreement”
means a security sharing agreement, in a form agreed among the Finance Parties,
the Borrower and Micron, to be duly executed by the Borrower and
Micron.

       

      “Singapore Business Days” means
a day (other than Saturday or Sunday) which is not a public holiday and on which
banks are open for general business in Singapore.

       

      “Shareholders” means each (or
any or all, as the context may require) of Micron, Hewlett-Packard Singapore
(Private) Limited, Canon Inc and any other person who may hold shares in the
Borrower from time to time.

       

      “Shareholders Termination Event” means a
Non-extension Event has occurred and is continuing on 11 April
2011.

       

      “Shareholders' Agreement” means
a shareholders' agreement dated 11 April 1991 as amended from time to time, read
with the Withdrawal Agreement, pursuant to which the parties thereto agreed to
establish the Borrower as a limited liability company, the purpose of such
company being to construct and operate advanced wafer fabrication plants in
Singapore.

       

      “SIBOR” means, in relation to
any amount to be advanced to, or owing by, the Borrower under the Finance
Documents on which interest for a given period is to accrue the percentage rate
per annum determined by the Facility Agent to be equal to the arithmetic mean
(rounded upwards, if necessary, to the fifth decimal place) of the respective
rates quoted according to Reuters Screen Page SIBOR fixing methodology (as
described on the 

       

      
        
          
          

        

        
          - 9 -

          
            

          

        

        
          
          

        

      

       

      screen
page currently known as SIBOT, by disregarding the highest rate and the lowest
rate quoted of each of the banks whose rates appear above the average rate line)
on the screen page designated for dollars (being currently “SIBO”) or the currency of any
Unpaid Sum published as reported by Reuters Limited through its Reuters Monitor
Service or any equivalent successor to such page (the “Reuters Screen”) as the rate
at which it is offering deposits in dollars or, as the case may be, the currency
of such Unpaid Sum, for a period comparable to that for which such rate is to be
determined in the Singapore interbank market at or about 11.00 a.m. (Singapore
time) on the Quotation Date therefor or, at the option of the Facility Agent, if
there is no rate quoted for such period, such rate as is determined by the
Facility Agent to be the appropriate rate by reference to the weighted mean of
the rates quoted for the nearest shorter and longer periods to such
period,  provided
that if on any Quotation Date for any period by reference to which
interest is to be calculated (a) for any such period only one or no banks have
quotations of SIBOR appearing on the Reuters' Screen at the relevant time (and
the Facility Agent has not determined an appropriate rate by reference to the
weighted mean of the rates quoted for the nearest shorter and longer periods to
such period) or (b) the rate determined as SIBOR as aforesaid is, in the opinion
of the Facility Agent, manifestly incorrect, then SIBOR, in relation to any such
period, shall be the arithmetic mean (rounded as aforesaid) of the respective
rates quoted by the Reference Banks to the Facility Agent at its request as
their offered rate to prime banks in the Singapore interbank market for deposits
in dollars or, as the case may be, the currency of such Unpaid Sum, in an amount
comparable to the amount of such Advance or such Unpaid Sum for a period
comparable to such period at or about 11.00 a.m. (Singapore time) on the
Quotation Date therefor.

       

      “Singapore” means the Republic
of Singapore and where the context permits, any agency (other than an agency
having a direct or indirect shareholding in the Borrower), taxing authority or
political sub-division thereof.

       

      “Site” means the whole of Lot
3709L of Mukim 13 comprised in Certificate of Title (SUB) Volume 632 Folio 27,
together with the buildings erected thereon.

       

      “Standing Payment Instruction”
means, in relation to each of the Banks, the payment instructions set out in
Schedule 7 (Standing Payment
Instructions) or in any relevant Transfer Certificate, as amended from
time to time by original written instructions notified to the Facility Agent by
letter by a duly authorised officer of the relevant Bank.

       

      “Subordinated Debt” means any
loan or advance or other indebtedness made available to the Borrower by any
person or owing by the Borrower to any person which is subordinated as to
payment or repayment (in all circumstances) to the rights of the Finance Parties
hereunder and under the Security Documents, on terms disclosed to the Facility
Agent.

       

      “Technical Assistance
Agreement” means the technical assistance agreement entered into between
Micron and the Borrower dated 1 October 1998 (as amended from time to
time).

       

      “Term” has the meaning given to
it in the Shareholders’ Agreement.

       

      “Total Commitments” means, at
any time, the aggregate of the Banks’ Commitments.

       

      
        
          
          

        

        
          - 10 -

          
            

          

        

        
          
          

        

      

      “Transfer Certificate” means a
certificate substantially in the form set out in Schedule 2 (Form of Transfer Certificate)
signed by a Bank and a Transferee under which:

       

      
        	
                 
      

              	
                (a)

              	
                such
      Bank seeks to procure the transfer to such Transferee of all or a part of
      such Bank’s rights, benefits and obligations under the Finance Documents
      upon and subject to the terms and conditions set out in Clause 30.3
      (Assignments and
      Transfers by Banks); and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                such
      Transferee undertakes to perform the obligations it will assume as a
      result of delivery of such certificate to the Facility Agent as
      contemplated in Clause 30.5 (Transfers by
      Banks).

              


      

       

      “Transfer Date” means, in
relation to any Transfer Certificate, the date for the making of the transfer as
specified in such Transfer Certificate.

       

      “Transferee” means a person to
which a Bank seeks to transfer by novation all or part of such Bank’s rights,
benefits and obligations hereunder.

       

      “Trust Deed” means a trust
deed, in a form agreed between the Security Trustee and the Borrower, pursuant
to which the Security Trustee agrees to hold all of the Security Documents
entered into in its favour as trustee on behalf of the beneficiaries referred to
therein on the terms and conditions specified therein.

       

      “Unpaid Sum” means the unpaid
balance of any of the sums referred to in Clause 22.1 (Default Interest
Periods).

       

      “U.S. Wafer Purchase Agreement”
means the U.S. wafer purchase agreement dated 1 May 2000 between, among others,
Micron and the Borrower.

       

      “U.S. Unit-To-Test Product Purchase
Agreement” means the U.S. unit-to-test product purchase agreement dated 1
June 2003 between Micron and the Borrower.

       

      “Wafer Purchase Agreement”
means the wafer purchase agreement dated 24 August 1999 between, among others,
Micron and the Borrower.

       

      “Wafer Purchase Agreement for
Subcontracted Processes” means the wafer purchase agreement for
subcontracted processes dated 2 November 2007 between the Borrower and the
Shareholders.

       

      “Withdrawal Agreement” means
the withdrawal agreement dated 1 August 2007 between, among others, EDB
Investments Pte Ltd, Micron and the Borrower.

       

      
        	
                1.2

              	
                Interpretation

              


      

       

      Any
reference in this Agreement to:

       

      an “affiliate” of a person shall
be construed as a reference to any person which is a subsidiary of the
first-mentioned person or a holding company of the first-mentioned person or any
other subsidiary of that holding company;

       

      the
“Facility Agent”, the
“Security Trustee” or
any “Bank” shall be
construed so as to include its and any subsequent successors and permitted
transferees in accordance with their respective interests;

       

      “continuing”, in relation
to:

       

      
        
          
          

        

        
          - 11 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (a)

              	
                an
      Event of Default, shall be construed as a reference to an Event of Default
      which is continuing and has not been remedied or waived in accordance with
      the terms hereof;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      Potential Event of Default, shall be construed as a reference to a
      Potential Event of Default which is continuing and has not been remedied
      within the relevant grace period or waived in accordance with the terms
      hereof; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                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 has been extended to a date
      falling no earlier than 25 November 2013 or (ii) the Shareholders’
      Agreement has been terminated in circumstances where Micron has acquired
      all the shares in the Borrower;

              


      

       

      “the equivalent”, on any given
date, in a specified currency (the “first currency”) of an amount
denominated in another currency (the “other currency”) is, unless
otherwise stated, a reference to the amount of the first currency which would be
required to purchase the amount of the other currency at the spot rate of
exchange quoted by the Facility Agent at or about 11.00 a.m. on such date for
the purchase of the other currency with the first currency;

       

      “GST” shall be construed as a
reference to goods and services tax imposed in Singapore including any similar
tax which may be imposed in place thereof from time to time;

       

      a “holding company” of a company
or corporation shall be construed as a reference to any company or corporation
of which the first-mentioned company or corporation is a
subsidiary;

       

      “indebtedness” shall be
construed so as to include any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual
or contingent;

       

      a “law” shall be construed as any
law (including common or customary law), statute, constitution, decree,
judgment, treaty, regulation, directive, bye-law, order or any other legislative
measure of any government, supranational, local government, statutory or
regulatory body or court;

       

      a “month” is a reference to a
period starting on one day in a calendar month and ending on the numerically
corresponding day in the next succeeding calendar month save that:

       

      
        	
                 
      

              	
                (a)

              	
                if
      any such numerically corresponding day is not a Business Day, such period
      shall end on the immediately succeeding Business Day to occur in that next
      succeeding calendar month or, if none, it shall end on the immediately
      preceding Business Day;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      there is no numerically corresponding day in that next succeeding calendar
      month, that period shall end on the last Business Day in that next
      succeeding calendar month; and

              


      

       

      
        
          
          

        

        
          - 12 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (c)

              	
                if
      an Interest Period for an Advance commences on the last Business Day of a
      calendar month, that Interest Period shall end on the last Business Day in
      the calendar month in which it is to
end,

              


      

       

      (and
references to “months”
shall be construed accordingly);

       

      a “person” shall be construed as
a reference to any person, firm, company, corporation, government, state or
agency of a state or any association or partnership (whether or not having
separate legal personality) of two or more of the foregoing;

       

      “repay” (or any derivative form
thereof) shall, subject to any contrary indication, be construed to include
“prepay” (or, as the
case may be, the corresponding derivative form thereof);

       

      a “subsidiary” of a company or
corporation shall be construed as a reference to any company or
corporation:

       

      
        	
                 
      

              	
                (a)

              	
                which
      is controlled, directly or indirectly, by the first-mentioned company or
      corporation;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                more
      than half the issued share capital of which is beneficially owned,
      directly or indirectly, by the first-mentioned company or corporation;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                which
      is a subsidiary of another subsidiary of the first-mentioned company or
      corporation

              


      

       

      and, for
these purposes, a company or corporation shall be treated as being controlled by
another if that other company or corporation is able to direct its affairs
and/or to control the composition of its board of directors or equivalent
body;

       

      a “successor” shall be construed
so as to include an assignee or successor in title of such party and any person
who under the laws of its jurisdiction of incorporation or domicile has assumed
the rights and obligations of such party under this Agreement or to which, under
such laws, such rights and obligations have been transferred;

       

      “tax” shall be construed so as
to include any tax, levy, impost, duty or other charge of a similar nature
(including any penalty or interest payable in connection with any failure to pay
or any delay in paying any of the same); and

       

      the
“winding-up”, “dissolution” or “administration” of a company
or corporation shall be construed so as to include any equivalent or analogous
proceedings under the law of the jurisdiction in which such company or
corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation,
winding-up, reorganisation, dissolution, administration, arrangement,
adjustment, protection or relief of debtors.

       

      
        	
                1.3

              	
                Currency
      Symbols

              


      

       

      “US$”, “dollars” and “US dollars” denote lawful
currency of the United States of America and “S$” and “Singapore dollars” denote
lawful currency of Singapore.

       

      
        	
                1.4

              	
                Agreements
      and Statutes

              


      

       

      Any
reference in this Agreement to:

       

      
        
          
          

        

        
          - 13 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                1.4.1

              	
                a
      “Finance Document”
      or any other agreement or document shall be construed as a reference to
      that Finance Document 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, supplemented, extended, restated (however fundamentally
      and whether or not more onerously) or replaced and includes any change in
      the purpose of, and any extension of or any increase in any facility or
      the addition of any new facility under that Finance Document or, as the
      case may be, such other agreement or
document.

              


      

       

      
        	
                 
      

              	
                1.4.2

              	
                a
      statute or treaty shall be construed as a reference to such statute or
      treaty as the same may have been, or may from time to time be, amended or,
      in the case of a statute,
re-enacted.

              


      

       

      
        	
                1.5

              	
                Headings

              


      

       

      Clause
and Schedule headings are for ease of reference only.

       

      
        	
                1.6

              	
                Time

              


      

       

      Any
reference in this Agreement to a time of day shall, unless a contrary indication
appears, be a reference to Singapore time.

       

      
        	
                1.7

              	
                Third
      Party Rights

              


      

       

      
        	
                 
      

              	
                1.7.1

              	
                Unless
      expressly provided to the contrary in this Agreement, a person who is not
      a party to this Agreement has no right under the Contracts (Rights of
      Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the
      benefit of any term of this
Agreement.

              


      

       

      
        	
                 
      

              	
                1.7.2

              	
                Notwithstanding
      any terms of this Agreement, the consent of any third party is not
      required for any variation (including any release or compromise of any
      liability under) or termination of this
  Agreement.

              


      

       

       

      
        	
                2.

              	
                The
      Facility

              


      

       

      
        	
                2.1

              	
                Grant
      of the Facility

              


      

       

      The Banks
grant to the Borrower, upon the terms and subject to the conditions hereof a
term loan facility in an aggregate amount of US$600,000,000.

       

      
        	
                2.2

              	
                Purpose
      and Application

              


      

       

      
        	
                 
      

              	
                2.2.1

              	
                The
      Facility is intended to be utilised to refinance any outstanding amounts
      due to the Existing Lenders under the Existing Credit Agreement 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 (including trade related purposes) and,
      accordingly, the Borrower shall apply all amounts raised by it hereunder
      in or towards satisfaction of such
purposes.

              


      

       

      
        	
                 
      

              	
                2.2.2

              	
                None
      of the Finance Parties shall be bound to monitor or verify the application
      of any amount borrowed pursuant to this
  Agreement.

              


      

       

      
        
          
          

        

        
          - 14 -

          
            

          

        

        
          
          

        

      

      
        	
                2.3

              	
                Conditions
      Precedent

              


      

       

      Save as
the Banks may otherwise agree, the Borrower may not deliver the first Notice of
Drawdown unless the Facility Agent has received all of the documents and other
evidence listed in Schedule 3 (Conditions Precedent), the
requirement for which has not been waived by the Instructing Group and that each
is, in form and substance, satisfactory to the Facility Agent.

       

      
        	
                2.4

              	
                Finance
      Parties' Obligations Several

              


      

       

      The
obligations of each Finance Party under the Finance Documents are several and
the failure by a Finance Party to perform its obligations under the Finance
Documents shall not affect the obligations of the Borrower or the other Banks
towards any other party under the Finance Documents nor shall any Finance Party
be liable for the failure by any other Finance Party to perform its obligations
under the Finance Documents.

       

      
        	
                2.5

              	
                Finance
      Parties’ Rights Several

              


      

       

      The
rights of each Finance Party under or in connection with the Finance Documents
are several and any debt arising under the Finance Documents at any time from an
Obligor to a Finance Party shall be a separate and independent
debt.  Each such party shall be entitled to protect and enforce its
individual rights arising out of this Agreement independently of any other party
(so that it shall not be necessary for any party hereto to be joined as an
additional party in any proceedings for this purpose).

       

       

      
        	
                3.

              	
                Utilisation
      of the Facility

              


      

       

      
        	
                3.1

              	
                Drawdown
      Conditions for Advances

              


      

       

      An
Advance will be made by the Banks to the Borrower if:

       

      
        	
                 
      

              	
                3.1.1

              	
                not
      more than 10 Business Days nor later than 3:00 p.m. four Business Days
      (including the day on which the completed Notice of Drawdown is delivered
      to the Facility Agent) before the proposed date for the making of such
      Advance, the Facility Agent has received a completed Notice of Drawdown
      signed by an authorised signatory of the
  Borrower;

              


      

       

      
        	
                 
      

              	
                3.1.2

              	
                the
      proposed date for the making of such Advance is a Business Day within the
      Availability Period and (in the case of the first Advance) fall on or
      before the date falling 60 days after the date of this
      Agreement;

              


      

       

      
        	
                 
      

              	
                3.1.3

              	
                the
      proposed date for the making of such Advance is not less than four
      Business Days after the date upon which the previous Advance (if any) was
      made;

              


      

       

      
        	
                 
      

              	
                3.1.4

              	
                the
      proposed amount of such Advance is (a) (if less than the Available
      Facility) an amount not less than US$10,000,000 and an integral multiple
      of US$5,000,000 or (b) equal to the amount of the Available
      Facility;

              


      

       

      
        	
                 
      

              	
                3.1.5

              	
                the
      interest rate applicable to such Advance during its first Interest Period
      would not fall to be determined pursuant to Clause 6.1 (Market Disruption)
      unless an alternative rate has been agreed upon in accordance with the
      provisions of Clause 6.3 (Alternative
      Rate);

              


      

       

      
        
          
          

        

        
          - 15 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                3.1.6

              	
                on
      and as of the proposed date for the making of such Advance (a) no Event of
      Default or Potential Event of Default has occurred and is continuing and
      (b) the Repeated Representations and, if such Advance is the first Advance
      made under the Facility, the Non-Repeated Representations are true in all
      material respects; and

              


      

       

      
        	
                 
      

              	
                3.1.7

              	
                no
      more than 15 Advances would be outstanding as a result of that
      Advance.

              


      

       

      
        	
                3.2

              	
                Each
      Bank’s Participation in Advances

              


      

       

      Each Bank
will participate through its Facility Office in each Advance made pursuant to
Clause 3.1 (Drawdown
Conditions for Advances) in the proportion borne by its Available
Commitment to the Available Facility immediately prior to the making of that
Advance.

       

      
        	
                3.3

              	
                Reduction
      of Available Commitment

              


      

       

      If a
Bank’s Available Commitment is reduced in accordance with the terms hereof after
the Facility Agent has received the Notice of Drawdown for an Advance and such
reduction was not taken into account in the Available Facility, then the amount
of that Advance shall be reduced accordingly.

       

       

      
        	
                4.

              	
                Interest
      Periods

              


      

       

      
        	
                4.1

              	
                Interest
      Periods

              


      

       

      The
period for which an Advance is outstanding shall be divided into successive
periods each of which (other than the first, which shall begin on the day such
Advance is made) shall start on the last day of the preceding
period.

       

      
        	
                4.2

              	
                Duration

              


      

       

      The
duration of each Interest Period shall, save as otherwise provided herein, be
one, two, three or six months (or any other period less than six months and
ending on a Repayment Date), in each case as the Borrower may by not less than
four Business Days’ prior notice to the Facility Agent select, provided that:

       

      
        	
                 
      

              	
                4.2.1

              	
                if
      the Borrower fails to give such notice of its selection in relation to an
      Interest Period, the duration of that Interest Period shall, subject to
      sub-clause 4.2.2, be one month;
and

              


      

       

      
        	
                 
      

              	
                4.2.2

              	
                the
      Borrower shall select Interest Periods so as to ensure that each Repayment
      Date coincides with the last day of the Interest Period(s) of an Advance
      or Advances in an aggregate principal amount not less than the Repayment
      Instalment due on that Repayment Date.


              


      

       

      
        	
                4.3

              	
                Consolidation
      and division of Advances

              


      

       

      
        	
                 
      

              	
                4.3.1

              	
                If
      two or more Interest Periods relating to Advances end on the same date
      those Advances will be consolidated into, and treated as, a single Advance
      on the last day of the Interest
Period.

              


      

       

      
        	
                 
      

              	
                4.3.2

              	
                The
      Borrower may, by not less than four Business Days' notice to the Facility
      Agent, direct that any Advance shall, at the beginning of any Interest
      Period relating thereto, be divided into (and thereafter, save as
      otherwise provided 

              


      

       

       

      
        
          
          

        

        
          - 16 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                 

              	
                herein,
      treated in all respects as) two or more Advances in such amounts (in
      aggregate, equalling the amount of the Advance being so divided) as shall
      be specified by the Borrower in such notice, provided that the
      Borrower shall not be entitled to make such a direction
  if:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                as
      a result of so doing, there would be more than 15 outstanding Advances;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      Advance thereby coming into existence would be of an amount less than
      US$10,000,000.

              


      

       

       

      
        	
                5.

              	
                Payment
      and Calculation of Interest

              


      

       

      
        	
                5.1

              	
                Payment
      of Interest

              


      

       

      On the
last day of each Interest Period the Borrower shall pay accrued interest on the
Advance to which such Interest Period relates.

       

      
        	
                5.2

              	
                Calculation
      of Interest

              


      

       

      The rate
of interest applicable to an Advance from time to time during an Interest Period
relating thereto shall be the rate per annum which is the sum of the Margin and
SIBOR on the Quotation Date therefor.

       

       

      
        	
                6.

              	
                Market
      Disruption and Alternative Interest
Rates

              


      

       

      
        	
                6.1

              	
                Market
      Disruption

              


      

       

      If, in
relation to any Advance:

       

      
        	
                 
      

              	
                6.1.1

              	
                SIBOR
      is to be determined by reference to Reference Banks and at or about 11.00
      a.m. on the Quotation Date for the relevant Interest Period none or only
      one of the Reference Banks supplies a rate for the purpose of determining
      SIBOR for the relevant Interest Period;
or

              


      

       

      
        	
                 
      

              	
                6.1.2

              	
                before
      the close of business in Singapore on the Quotation Date for such Advance
      the Facility Agent has been notified by a Bank or each of a group of Banks
      to whom in aggregate fifty per cent. or more of such Advance is owed (or,
      in the case of a proposed Advance, if made, would be owed) that the SIBOR
      rate does not accurately reflect the cost of funding its participation in
      such Advance,

              


      

       

      then, the
Facility Agent shall notify the other parties hereto of such event and
(notwithstanding anything to the contrary in this Agreement) Clause 6.2 (Substitute Interest Period and
Interest Rate) shall apply to such Advance if it is already
outstanding.  If sub-clause 6.1.1 or 6.1.2 applies to a proposed
Advance, such Advance shall not be made unless an alternative rate has been
agreed under Clause 6.3 (Alternative
Rate).

       

      
        	
                6.2

              	
                Substitute
      Interest Period and Interest Rate

              


      

       

      If
sub-clause 6.1.1 of Clause 6.1 (Market Disruption) applies to
an Advance which is already outstanding the duration of the relevant Interest
Period shall be one month or such that it shall end on the next succeeding
Repayment Date, whichever period is shorter.  If either sub-clause
6.1.1 or 6.1.2 of Clause 6.1 (Market Disruption) applies to
an Advance 

       

      
        
          
          

        

        
          - 17 -

          
            

          

        

        
          
          

        

      

       

      which is
already outstanding, the rate of interest applicable to such Advance during the
relevant Interest Period shall (subject to any agreement reached pursuant to
Clause 6.3 (Alternative
Rate)) be the rate per annum which is the sum of:

       

      
        	
                 
      

              	
                6.2.1

              	
                the
      Margin;

              


      

       

      
        	
                 
      

              	
                6.2.2

              	
                the
      rate per annum determined by the Facility Agent to be the weighted average
      (rounded upwards to five decimal places) of the rates notified by each
      Bank to the Facility Agent before the last day of such Interest Period to
      be those which express as a percentage rate per annum the cost to each
      Bank of funding from whatever sources it may reasonably select its portion
      of such Advance during such Interest
Period.

              


      

       

      The
Facility Agent shall from time to time, upon the request of the Borrower,
provide the Borrower with the rates of interest of each Bank, determined in
accordance with this Clause 6.2.

       

      
        	
                6.3

              	
                Alternative
      Rate

              


      

       

      If (a)
either of those events mentioned in sub-clauses 6.1.1 and 6.1.2 of
Clause 6.1 (Market
Disruption) occurs in relation to an Advance or (b) by reason
of circumstances affecting the Singapore interbank market during any period of
three consecutive Business Days SIBOR is not available for dollars to prime
banks in the Singapore interbank market, then if the Facility Agent or the
Borrower so requires, the Facility Agent and the Borrower shall enter into
negotiations with a view to agreeing to a substitute basis (i) for
determining the rates of interest from time to time applicable to the Advances
and/or (ii) upon which the Advances may be maintained (whether in dollars
or some other currency) thereafter and any such substitute basis that is agreed
shall take effect in accordance with its terms and be binding on each party
hereto, provided that
the Facility Agent may not agree to any such substitute basis without the prior
consent of each Bank.

       

       

      
        	
                7.

              	
                Notification

              


      

       

      
        	
                7.1

              	
                Advances

              


      

       

      Not less
than three Business Days before the proposed date for the making of an Advance,
the Facility Agent shall notify each Bank of the proposed amount of the relevant
Advance, the proposed length of the relevant Interest Period and the aggregate
principal amount of the relevant Advance allocated to such Bank pursuant to
Clause 3.2 (Each Bank’s
Participation in
Advances) and not less than three Business Days before the first day of
an Interest Period, the Facility Agent shall notify each Bank of the proposed
length of that Interest Period.

       

      
        	
                7.2

              	
                Interest
      Rate Determination

              


      

       

      The
Facility Agent shall promptly notify the Borrower and the Banks of each
determination of SIBOR or substitute or alternative rate of interest determined
pursuant to Clause 6 (Market
Disruption and Alternative Interest Rates), if applicable.

       

      
        
          
          

        

        
          - 18 -

          
            

          

        

        
          
          

        

      

      
        	
                7.3

              	
                Changes
      to Advances or Interest Rates

              


      

       

      The
Facility Agent shall promptly notify the Borrower and the Banks of any change to
(a) the proposed length of an Interest Period or (b) any interest rate
occasioned by the operation of Clause 6 (Market Disruption and Alternative
Interest Rates).

       

       

      
        	
                8.

              	
                Repayment
      of the Facility

              


      

       

      On each
Repayment Date set out below, the Borrower shall repay the Loan in instalments
in the amounts set out below:

      


        
          	
                  Repayment
      Date

                	
                  Repayment
      Instalment

                
	
                  27
      May 2009

                	
                  1/24
      of Relevant Loan Balance

                
	
                  27
      August 2009

                	
                  1/24
      of Relevant Loan Balance

                
	
                  27
      November 2009

                	
                  1/12 of Relevant Loan
  Balance

                
	
                  27
      February 2010

                	
                  1/12
      of Relevant Loan
      Balance

                
	
                  27
      May 2010

                	
                  1/12
      of Relevant Loan Balance

                
	
                  27
      August 2010

                	
                  1/12
      of Relevant Loan Balance

                
	
                  27
      November 2010

                	
                  1/12
      of Relevant Loan Balance

                
	
                  27
      February 2011

                	
                  1/12
      of Relevant Loan Balance

                
	
                  27
      May 2011

                	
                  1/12
      of Relevant Loan Balance

                
	
                  27
      August 2011

                	
                  1/12
      of Relevant Loan Balance

                
	
                  27
      November 2011

                	
                  1/12
      of Relevant Loan Balance

                
	
                  27
      February 2012

                	
                  1/12
      of Relevant Loan Balance

                
	
                  25
      May 2012

                	
                  1/12
      of Relevant Loan Balance

                


        



       

      
        	
                9.

              	
                Prepayment
      and Cancellation

              


      

       

      
        	
                9.1

              	
                Voluntary
      Prepayment and Cancellation

              


      

       

      
        	
                 
      

              	
                9.1.1

              	
                The
      Borrower may, if it has given to the Facility Agent not less than five
      Business Days’ prior notice to that effect (and such notice to be given at
      or before 10.00 a.m. (Singapore time) on the day of such notice), prepay
      the whole of any Advance or any part of any Advance (being a minimum
      amount of US$10,000,000 and an integral multiple of US$5,000,000) on the
      last day of any Interest Period

              


      

       

      
         

        
          
            
            

          

          
            - 19 -

            
              

            

          

          
            
            

          

        

         

        
          	
                   
      

                	
                   

                	
                  (including
      during the Availability Period) relating to that Advance or, subject to
      Clause 22.4 (Break
      Costs), on any other date (in each case) without prepayment fee or
      premium.  Any prepayment so made during the Availability Period
      shall be applied towards satisfying the Borrower's obligations under
      Clause 8 (Repayment of
      the Facility) rateably.  Any prepayment so made after the
      Availability Period shall be applied towards satisfying the Borrower's
      repayment obligations under Clause 8 (Repayment of the
      Facility) in inverse chronological order.  Amounts of any
      Advance prepaid may not be redrawn.

                


        

         

      

      
        	
                 
      

              	
                9.1.2

              	
                The
      Borrower may, if it has given to the Facility Agent not less than five
      Business Days’ prior notice to that effect (and such notice to be given at
      or before 10.00 a.m. (Singapore time) on the day of such notice), cancel
      the whole or any part of the Available Facility (being a minimum amount of
      US$10,000,000 and an integral multiple of US$5,000,000). Any cancellation
      under this Clause 9.1.2 shall reduce the Commitments of the Banks
      rateably.

              


      

       

      
        	
                9.2

              	
                Mandatory
      Prepayment of the Loan

              


      

       

      Without
prejudice to the terms of subordination of Subordinated Debt, if any
Subordinated Debt falls due to be redeemed, discharged, repaid or prepaid (as a
result of acceleration, mandatory prepayment or otherwise) on or prior to the
Final Maturity Date or if earlier, the date on which all amounts due under this
Agreement fall due to be repaid or prepaid, the Borrower shall immediately
notify the Facility Agent and, if the Facility Agent so requires, shall on such
date as the Facility Agent may specify, and prior to redeeming, discharging,
repaying or prepaying such Subordinated Debt, prepay the Advances in full
together with accrued interest thereon and all other amounts owing to the
Finance Parties hereunder without prepayment fee or premium. Amounts of the
Advances prepaid may not be redrawn.

       

      
        	
                9.3

              	
                Notice
      of Prepayment

              


      

       

      Any
notice of prepayment given by the Borrower pursuant to Clause 9.1 (Voluntary Prepayment of the
Loan) shall be irrevocable, shall specify the date upon which such
prepayment is to be made and the amount of such prepayment and shall oblige the
Borrower to make such prepayment on such date together with accrued
interest.

       

      
        	
                9.4

              	
                Repayment
      of a Bank’s Share of the Loan

              


      

       

      If:

       

      
        	
                 
      

              	
                9.4.1

              	
                any
      sum payable to any Bank by the Borrower is required to be increased
      pursuant to Clause 10.1 (Tax
      Gross-up);

              


      

       

      
        	
                 
      

              	
                9.4.2

              	
                any
      Bank claims indemnification from the Borrower under Clause 10.2
      (Tax Indemnity)
      or Clause 12.1 (Increased Costs);
      or

              


      

       

      
        	
                 
      

              	
                9.4.3

              	
                the
      rate notified by a Bank in relation to a particular Interest Period under
      Clause 6.2 (Substitute
      Interest Period and Interest Rate) is higher than the rate per
      annum determined by the Facility Agent to be the weighted average (rounded
      upwards to five decimal places) of the rates notified by each Bank to the
      Facility Agent (but disregarding the highest and the lowest rates so
      notified where there are more than three such rates) before the last day
      of such Interest Period to be 

              


      

       

       

      
        
          
          

        

        
          - 20 -

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                 

              	
                those
      which express as a percentage rate per annum the cost to each Bank of
      funding from whatever sources it may select its portion of the relevant
      Advance during such Interest Period,

              


         

      

      the
Borrower may, whilst such circumstance continues, give the Facility Agent at
least five Business Days notice (which notice shall be irrevocable) of
cancellation of the Commitment of that Bank and/or of its intention to repay
such Bank’s share of the Loan without any prepayment fee or
premium.  On receipt of a notice referred to in this Clause, the
Commitment of that Bank shall immediately be reduced to zero. On the last day of
each current Interest Period the Borrower shall repay such Bank’s portion of the
Advance to which such Interest Period relates. Any repayment of an Advance so
made after the last day of the Availability Period shall reduce rateably the
remaining obligations of the Borrower under Clause 8 (Repayment of the
Facility).

       

      
        	
                9.5

              	
                No
      Further Advances

              


      

       

      A Bank
for whose account a repayment is to be made under Clause 9.4 (Repayment of a Bank’s Share of the
Loan) shall not be obliged to participate in the making of Advances on or
after the date upon which the Facility Agent receives the Borrower’s notice of
its intention to repay such Bank’s share of the Loan, and such Bank’s Available
Commitment on such date shall be reduced to zero.

       

      
        	
                9.6

              	
                No
      Other Repayments

              


      

       

      The
Borrower shall not repay all or any part of the Loan except at the times and in
the manner expressly provided for in this Agreement.

       

      
        	
                9.7

              	
                Reborrowing
      of the Facility

              


      

       

      The
Borrower shall not be entitled to reborrow any amount of the Facility which is
repaid.

       

       

      
        	
                10.

              	
                Taxes

              


      

       

      
        	
                10.1

              	
                Tax
      Gross-up

              


      

       

      All
payments to be made by the Borrower to any Finance Party 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 Singapore unless the Borrower is
required to make such a payment subject to the deduction or withholding of such
tax, in which case the sum payable by the Borrower (in respect of which such
deduction or withholding is required to be made) shall be increased to the
extent necessary to ensure that such Finance Party 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.

       

      
        	
                10.2

              	
                Tax
      Indemnity

              


      

       

      Without
prejudice to Clause 10.1 (Tax Gross-up), if any Finance
Party 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 Finance Party
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 Borrower shall, within five Business Days of 

       

      
        
          
          

        

        
          - 21 -

          
            

          

        

        
          
          

        

      

      demand of
the Facility Agent, promptly indemnify the Finance Party 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 10.2
shall not apply to:

       

      
        	 	
                10.2.1

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

              


      

       

      
        	 	
                10.2.2

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

              


      

       

      
        	
                10.3

              	
                Claims
      by Banks

              


      

       

      A Bank
intending to make a claim pursuant to Clause 10.2 (Tax Indemnity) shall notify
the Facility Agent of the event giving rise to the claim, whereupon the Facility
Agent shall notify the Borrower thereof and if the Facility Agent and/or the
Borrower, 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 Borrower on
demand), whereupon the Facility Agent shall promptly provide the Borrower 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.

       

      
        	
                10.4

              	
                GST

              


      

       

      The
Borrower shall also pay to each relevant Finance Party, within five Business
Days of demand, in addition to any amount payable by the Borrower to that
relevant Finance Party 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).

       

       

      
        	
                11.

              	
                Tax
      Receipts

              


      

       

      
        	
                11.1

              	
                Notification
      of Requirement to Deduct Tax

              


      

       

      If, at
any time, the Borrower 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 Borrower shall promptly notify the Facility
Agent. Similarly, a Bank shall notify the Facility Agent on becoming so aware in
respect of a payment payable to that Bank. If the Facility Agent receives such
notification from a Bank, it shall notify the Borrower.

       

      
        
          
          

        

        
          - 22 -

          
            

          

        

        
          
          

        

      

      
        	
                11.2

              	
                Evidence
      of Payment of Tax

              


      

       

      If the
Borrower 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 Facility Agent 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.

       

      
        	
                11.3

              	
                Tax
      Credit Payment

              


      

       

      If the
Borrower makes a payment under Clause 10 (Taxes) for the account of any
person and such person determines in its reasonable business judgement 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 Borrower such amount as such
person shall, in its reasonable business judgement, have determined to be
attributable to such payment, deduction or withholding.  Any payment
made by a person under this Clause 11.3 shall be prima facie evidence of the
amount due to the Borrower under this Clause 11.3 and, absent manifest error,
shall be accepted by the Borrower in full and final settlement of its rights of
reimbursement under this Clause 11.3.  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.

       

      
        	
                11.4

              	
                Certification

              


      

       

      Notwithstanding
anything to the contrary, the Borrower shall not be required under Clause 10.1
(Tax Gross-up) to
increase any sum payable by the Borrower to any Finance Party hereunder, or
under Clause 10.2 (Tax
Indemnity) to indemnify any Finance Party 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 Facility Agent 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.

       

       

      
        	
                12.

              	
                Increased
      Costs

              


      

       

      
        	
                12.1

              	
                Increased
      Costs

              


      

       

      If at any
time after the date hereof, by reason of (a) any change in law or in its
interpretation or administration by any body charged with the interpretation or
administration thereof or by any court and/or (b) compliance with any new or
revised 

       

      
        
          
          

        

        
          - 23 -

          
            

          

        

        
          
          

        

      

      request
from or any new or revised requirement of any central bank or other fiscal,
monetary or other authority whether or not having the force of law but, if not
having the force of law, only if compliance with such request or requirement is
in accordance with the general practice of persons to whom such request or
requirement is intended to apply (including, without limitation, a request or
requirement which affects the manner in which a Bank or any holding company of
such Bank is required to or does maintain capital resources having regard to
such Bank's obligations under this Agreement and to amounts owing to it
thereunder):

       

      
        	 	
                12.1.1

              	
                a
      Bank or any holding company of such Bank incurs a cost as a result of such
      Bank having entered into and/or performing its obligations under this
      Agreement and/or assuming or maintaining a commitment under this Agreement
      and/or making one or more Advances
thereunder;

              


      

       

      
        	 	
                12.1.2

              	
                a
      Bank or any holding company of such Bank is unable to obtain the rate of
      return on its overall capital which it would have been able to obtain but
      for such Bank having entered into and/or performing its obligations and/or
      assuming or maintaining a commitment under this Agreement and/or making
      one or more Advances thereunder under such
  circumstances;

              


      

       

      
        	 	
                12.1.3

              	
                there
      is any increase in the cost to a Bank or any holding company of such Bank
      of funding or maintaining all or any of the advances comprised in a class
      of advances formed by or including the Advances made or to be made by such
      Bank under this Agreement; or

              


      

       

      
        	 	
                12.1.4

              	
                subject
      to Clause 12.3 (Exclusions), a Bank or
      any holding company of such Bank becomes liable to make any payment on
      account of tax or otherwise (not being a tax imposed on the net income of
      such Bank's Facility Office by the jurisdiction in which it is
      incorporated or in which its Facility Office is located) or becomes liable
      and subject to an assertion, imposition, levy or assessment on account of
      tax or otherwise (not being such a tax as aforesaid) on or calculated by
      reference to the amount of the advances made or to be made by such Bank
      hereunder and/or to any sum received or receivable by it
      hereunder,

              


      

       

      then the
Borrower shall, from time to time on demand of the Facility Agent, promptly pay
to the Facility Agent for the account of that Bank amounts sufficient to
indemnify that Bank or any such holding company against, as the case may be, (1)
such cost, (2) such reduction in such rate of return (or such proportion of such
reduction as is, in the reasonable opinion of that Bank, attributable to its
obligations hereunder), (3) such increased cost (or such proportion of such
increased cost as is, in the opinion of that Bank, attributable to its funding
or maintaining Advances) or (4) such liability.

       

      
        	
                12.2

              	
                Increased
      Costs Claims

              


      

       

      A Bank
intending to make a claim pursuant to Clause 12.1 (Increased Costs) shall notify
the Facility Agent of the event giving rise to such claim, whereupon the
Facility Agent shall notify the Borrower thereof and if the Facility Agent
and/or the Borrower, 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
from external auditors supporting such claim (and the reasonable costs of
obtaining an 

      
        
          
          

        

        
          - 24 -

          
            

          

        

        
          
          

        

      

      opinion
from an external counsel or auditors shall be paid by the Borrower on demand),
whereupon the Facility Agent shall promptly provide the Borrower with a copy of
such certification and opinion, if required, provided that nothing herein
shall require such Bank to disclose any confidential information relating to the
organisation of its affairs.

       

      
        	
                12.3

              	
                Exclusions

              


      

       

      Notwithstanding
the foregoing provisions of this Clause 12, no Bank shall be entitled to make
any claim under this Clause 12 in respect of any cost, increased cost or
liability compensated by Clause 10 (Taxes).

       

       

      
        	
                13.

              	
                Illegality

              


      

       

      If, at
any time, it is or will become unlawful for a Bank to make, fund or allow to
remain outstanding all or part of its share of the Advances, then that Bank
shall, promptly after becoming aware of the same, deliver to the Borrower
through the Facility Agent a notice to that effect and:

       

      
        	 	
                13.1.1

              	
                such
      Bank shall not thereafter be obliged to participate in the making of any
      Advances and the amount of its Available Commitment shall be immediately
      reduced to zero; and

              


      

       

      
        	 	
                13.1.2

              	
                if
      the Facility Agent on behalf of such Bank so requires, the Borrower shall
      on such date as the Facility Agent shall have specified repay (without
      prepayment fee or penalty) such Bank’s share of any outstanding Advances
      as shall be necessary to comply with, or as required by, the relevant law,
      regulation or directive, together with accrued interest thereon and all
      other amounts owing to such Bank under the Finance Documents in respect of
      the amount repaid and any repayment of Advances so made shall reduce
      rateably the remaining obligations of the Borrower under Clause 8
      (Repayment of the
      Facility).

              


      

       

       

      
        	
                14.

              	
                Mitigation

              


      

       

      If, in
respect of any Bank, circumstances arise which would or would upon the giving of
notice result in:

       

      
        	 	
                14.1.1

              	
                an
      increase in any sum payable to it or for its account pursuant to
      Clause 10.1 (Tax
      Gross-up);

              


      

       

      
        	 	
                14.1.2

              	
                a
      claim for indemnification pursuant to Clause 10.2 (Tax Indemnity) or
      Clause 12.1 (Increased
      Costs); or

              


      

       

      
        	 	
                14.1.3

              	
                the
      reduction of its Available Commitment to zero or any repayment to be made
      by the Borrower pursuant to Clause 13 (Illegality),

              


      

       

      then,
without in any way limiting, reducing or otherwise qualifying the rights of such
Bank or the obligations of the Borrower under any of the Clauses referred to
above, such Bank shall promptly upon becoming aware of such circumstances notify
the Facility Agent and the Facility Agent shall promptly notify the Borrower
thereof and such Bank shall, in consultation with the Facility Agent and the
Borrower, for a period of 30 days, take such reasonable steps as may be
reasonably open to it to mitigate the effects of such circumstances (including
the transfer of its rights and obligations hereunder to another 

       

      
        
          
          

        

        
          - 25 -

          
            

          

        

        
          
          

        

      

      Facility
Office or another financial institution), provided that such Bank shall
be under no obligation to take any such action if to do so would or might in its
opinion result in such Bank incurring any material cost, expenses or liability
or have an adverse effect upon its business, operations or financial condition
or would otherwise be prejudicial to it.

       

       

      
        	
                15.

              	
                Representations

              


      

       

      The
Borrower makes the representations and warranties set out in this Clause 15
on the date hereof and on the date the first Advance is made hereunder and
acknowledges that the Finance Parties have entered into this Agreement in
reliance on those representations and warranties.  The Repeated
Representations (being each of the representations set out in Clause 15.1 (Status) to Clause
15.9 (No
Defaults)) shall be deemed to be repeated by the Borrower by reference to
the facts and circumstances then existing on the date on which each Advance is
made or is to be made.

       

      
        	
                15.1

              	
                Status

              


      

       

      It is a
corporation duly incorporated under the laws of Singapore.

       

      
        	
                15.2

              	
                Power
      and authority

              


      

       

      It has
the power to enter into, perform and deliver, and has taken all necessary action
to authorise its entry into, performance and delivery of, the Finance Documents
and the transactions contemplated by those Finance Documents.

       

      
        	
                15.3

              	
                Binding
      Obligations

              


      

       

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

       

      
        	
                15.4

              	
                Execution
      of this Agreement

              


      

       

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

       

      
        	 	
                15.4.1

              	
                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;

              


      

       

      
        	 	
                15.4.2

              	
                conflict
      with its Memorandum and Articles of
  Association; or

              


      

       

      
        	 	
                15.4.3

              	
                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.

              


      

       

      
        	
                15.5

              	
                No
      Material Proceedings

              


      

       

      No action
or administrative proceeding of or before any court or agency which would
reasonably be expected to have a Material Adverse Effect has been started or to
the best of its knowledge threatened, save as disclosed to the Facility
Agent.

       

      
        
          
          

        

        
          - 26 -

          
            

          

        

        
          
          

        

      

      
        	
                15.6

              	
                Encumbrances

              


      

       

      Save for
Permitted Encumbrances, no Encumbrance exists over all or any of the present or
future revenues or assets of the Borrower.

       

      
        	
                15.7

              	
                Consents

              


      

       

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

       

      
        	
                15.8

              	
                No
      Infringement

              


      

       

      To the
best of its knowledge and belief, the Borrower's operations as provided for in
the Core Commercial Agreements do not infringe any third party intellectual
property rights except in such a manner as would not reasonably be expected to
have a Material Adverse Effect.

       

      
        	
                15.9

              	
                No
      Defaults

              


      

       

      No Event
of Default or Potential Event of Default has occurred and is
continuing.

       

      
        	
                15.10

              	
                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), has
been taken or, to the knowledge of the Borrower, threatened in relation to the
Borrower, and none of the circumstances described in Clause 19.7 (Insolvency and Rescheduling)
applies to the Borrower.

       

      
        	
                15.11

              	
                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.

       

      
        	
                15.12

              	
                Original
      Financial Statements

              


      

       

      The
Original Financial Statements:

       

      
        	 	
                15.12.1

              	
                were
      prepared in accordance with accounting principles generally accepted in
      Singapore and consistently applied;
and

              


      

       

      
        	 	
                15.12.2

              	
                save
      as disclosed therein and in conjunction with the notes thereto, give a
      true and fair view of the financial condition and operations of the
      Borrower during the relevant financial
year.

              


      

       

      
        	
                15.13

              	
                No
      Material Adverse Change

              


      

       

      Save as
previously disclosed to the Facility Agent and the Banks prior to the date
hereof, since 30 August 2007 (being the date the most recent audited financial
statements were 

       

      
        
          
          

        

        
          - 27 -

          
            

          

        

        
          
          

        

      

      stated to
be prepared), there has been no material adverse change in the business or
financial condition of the Borrower.

       

      
        	
                15.14

              	
                Information
      Memorandum

              


      

       

      To the
best of the Borrower's knowledge and belief (a) the factual information
regarding the Borrower contained in the Information Memorandum and in the
appendices referred to therein and in all explanations in writing supplied
subsequently (but prior to the date hereof) by the Borrower to the Facility
Agent, the Original Mandated Lead Arrangers and the Banks in connection with
such information were, in each case, as at the relevant date(s) on which they
were made true and accurate in all material aspects, (b) none of the other
factual information regarding the Borrower in the Information Memorandum is
incorrect or misleading in any material aspect, (c) the estimates, projections,
summaries and assumptions supplied by the Borrower in the Information Memorandum
were made in good faith based upon the knowledge of the Borrower and the
circumstances existing at the date of the Information Memorandum and (d) there
are no material facts or circumstances or changes thereto regarding the Borrower
that have not been disclosed to the Facility Agent, the Original Mandated Lead
Arrangers and the Banks and which would, if disclosed, reasonably be expected to
adversely affect the decision of a person considering whether or not to provide
finance to the Borrower at the date hereof, provided that estimates, summaries,
projections and assumptions shall not be considered to constitute factual
information for the purposes of this Clause 15.14.

       

      
        	
                15.15

              	
                Validity
      and Admissibility in Evidence

              


      

       

      Subject
to Clause 15.17 (Filing and
Stamp Taxes) and to the qualifications set out in the legal opinion of
Singapore counsel to the Finance Parties to be provided pursuant to Clause 2.3
(Conditions Precedent),
all acts, conditions and things required to be done, fulfilled and performed by
any person (other than the Finance Parties) 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 its jurisdiction of incorporation have been done,
fulfilled and performed.

       

      
        	
                15.16

              	
                Claims
      at least Pari Passu

              


      

       

      Under the
laws of Singapore in force at the date hereof, the claims of the Finance Parties
against it under the Finance Documents will rank at least pari passu with the claims of
all its other unsecured and unsubordinated creditors save for:

       

      
        	 	
                15.16.1

              	
                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

              


      

       

      
        	 	
                15.16.2

              	
                indebtedness
      preferred solely by laws of general application;
  and

              


      

       

      
        	 	
                15.16.3

              	
                indebtedness
      arising pursuant to the Existing Credit Agreement or the Existing Security
      Documents,

              


      

       

      and,
subject as aforesaid and to the security interests created by the Existing
Security Documents, the security interests created by the Security Documents
constitute first 

       

      
        
          
          

        

        
          - 28 -

          
            

          

        

        
          
          

        

      

      ranking
security interests over the assets which are expressed to be subject of the
security thereunder.

       

      
        	
                15.17

              	
                Filing
      and Stamp Taxes

              


      

       

      Under the
laws of Singapore in force at the date hereof, it is not necessary that the
Finance Documents 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 save that this Agreement and
each of the Security Documents may be subject to payment of stamp duty of up to
S$500 to be effected (where applicable, within the period prescribed by statute)
and where any Security Document creates a charge to which Section 131 of the
Companies Act, Chapter 50 of Singapore applies, a statement containing
particulars of charge shall be lodged with the Accounting and Corporate
Regulatory Authority in Singapore for registration against the Borrower within
30 days after the creation of the security thereunder.

       

      
        	
                15.18

              	
                Environmental
      Compliance

              


      

       

      The
Borrower has duly performed and observed in all material respects all
Environmental Law, Environmental Permits and all other material covenants,
conditions, restrictions or agreements directly or indirectly concerned with any
contamination, pollution or waste or the release or discharge of any toxic or
hazardous substance in connection with any real property which is or was at any
time owned, leased or occupied by the Borrower or on which the Borrower has
conducted any activity where failure to do so would reasonably be expected to
have a Material Adverse Effect.

       

      
        	
                15.19

              	
                Environmental
      Claims

              


      

       

      No
Environmental Claim (other than those of a frivolous or vexatious nature) has
been commenced or (to the best of the Borrower’s knowledge and belief) is
threatened against the Borrower where such claim would be reasonably likely, if
determined against the Borrower, to have a Material Adverse Effect.

       

      
        	
                15.20

              	
                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.

       

      
        	
                15.21

              	
                Private
      and Commercial Acts

              


      

       

      Its
execution of each of the Finance Documents to which it is 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.

       

      
        	
                15.22

              	
                Ownership
      of the Borrower

              


      

       

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

       

      
        
          
          

        

        
          - 29 -

          
            

          

        

        
          
          

        

      

      
        	
                15.23

              	
                No
      Subsidiaries

              


      

       

      The
Borrower does not have any subsidiaries other than those contemplated under
Clause 18.20 (Mergers and
Subsidiaries) and which have been advised to the Facility Agent prior to
the date hereof.

       

      
        	
                15.24

              	
                Payments
      of Taxes

              


      

       

      All tax
returns and reports of the Borrower 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.

       

       

      
        	
                16.

              	
                Financial
      Information and other information

              


      

       

      
        	
                16.1

              	
                Annual
      Statements

              


      

       

      The
Borrower shall as soon as the same become available, but in any event within
150 days after the end of each of its financial years, deliver to the
Facility Agent in sufficient copies for the Banks its audited financial
statements for such financial year prepared in US dollars (or another currency
if so required as a result of changes in accounting standards applicable to the
Borrower, provided that
the Facility Agent is given sufficient information as may reasonably be required
by it to make an accurate comparison between the financial information indicated
by those audited financial statements and those prepared in US dollars), audited
by PricewaterhouseCoopers or such other auditors reasonably acceptable to the
Facility Agent.

       

      
        	
                16.2

              	
                Quarterly
      Statements

              


      

       

      The
Borrower shall as soon as the same become available but in any event within 30
days after the end of each quarter of each of its financial years deliver to the
Facility Agent in sufficient copies for the Banks unaudited financial statements
prepared in US dollars for such period.

       

      
        	
                16.3

              	
                Requirements
      as to Financial Statements

              


      

       

      The
Borrower shall ensure that each set of financial statements delivered by it
pursuant to this Clause 16 is:

       

      
        	 	
                16.3.1

              	
                prepared
      on the same basis as was used in the preparation of the Original Financial
      Statements and in accordance with accounting principles generally accepted
      in Singapore and consistently applied;
and

              


      

       

      
        	 	
                16.3.2

              	
                accompanied
      by a statement signed by any director of the Borrower or the President or
      Vice President, Finance of the Borrower as giving a true and fair view of
      its financial condition as at the end of the period to which those
      financial statements relate and of the results of its operations during
      such period.

              


      

       

      
        
          
          

        

        
          - 30 -

          
            

          

        

        
          
          

        

      

      
        	
                16.4

              	
                Compliance
      Certificates

              


      

       

      The
Borrower shall ensure that each set of financial statements delivered by it
pursuant to Clause 16.2 (Quarterly Statements) is
accompanied by a Compliance Certificate of the President or Vice President,
Finance, company secretary or other duly authorised officer of the Borrower
confirming whether or not the financial condition covenants set out in Clause
17.1 (Financial
Condition) have been met and the aggregate amount of capital expenditure
incurred by the Borrower in the immediately preceding financial quarter of the
Borrower's financial year, each as evidenced by the quarterly financial
statements referred to in Clause 16.2 (Quarterly Statements),
together with the aggregate amount of capital expenditure projected to be
incurred by the Borrower and the projected cash flow of the Borrower and the
financial projection of the Borrower in each case in the then current and
immediately following financial quarter of the Borrower's financial
year.

       

      
        	
                16.5

              	
                Non-extension
      Event

              


      

       

      The
Borrower shall notify the Facility Agent of the occurrence of a Non-extension
Event no later than five Business Days of its receipt of any written notice
given to it in relation to a Non-extension Event.

       

      
        	
                16.6

              	
                Other
      Information

              


      

       

      The
Borrower shall from time to time on the request of the Facility Agent furnish
the Facility Agent with such information about the business and financial
condition of the Borrower and/or the Project as the Facility Agent may
reasonably require.

       

       

      
        	
                17.

              	
                Financial
      Condition

              


      

       

      
        	
                17.1

              	
                Financial
      Condition

              


      

       

      The
Borrower shall ensure that its financial condition shall be such
that:

       

      
        	 	
                17.1.1

              	
                the
      ratio of its Net Debt to Equity, measured at the end of each quarter of
      its financial years and as evidenced by its then unaudited quarterly
      financial statements prepared in US dollars for that quarter, is (a) for
      each quarter ending on or before 3 September 2009, no more than 0.8:1 and
      (b) for each quarter ending on or after 4 September 2009, no more than
      0.5:1; and

              


      

       

      
        	 	
                17.1.2

              	
                its
      Liquidity Ratio, measured at the end of each quarter of its financial
      years and as evidenced by its then unaudited quarterly financial
      statements prepared in US dollars for that quarter, is at least 1.2:1;
      and

              


      

       

      
        	 	
                17.1.3

              	
                its
      DSCR, measured at the end of each quarter of its financial years and as
      evidenced by financial projections (prepared by the Borrower and delivered
      to the Facility Agent pursuant to Clause 16.4 (Compliance
      Certificates)), is at least
1.1:1.

              


      

       

      
        	
                17.2

              	
                Financial
      Definitions

              


      

       

      In
Clause 17.1 (Financial
Condition) the following terms have the following meanings.

       

      
        	 	
                17.2.1

              	
                “Equity”, measured at the
      end of each quarter of its financial years and as evidenced by its
      quarterly financial statement for that quarter referred to in sub-clause
      17.1.1 of Clause 17.1 (Financial Condition),
      means the amount of paid up 

              


      

       

      
        
          
          

        

        
          - 31 -

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                share
      capital, retained earnings and capital reserves as shown in such financial
      statement together with the principal amount of any Subordinated Debt made
      available by the Shareholders and/or the parties to the Shareholders’
      Agreement then outstanding;

              


      

       

      
        	 	
                17.2.2

              	
                “Net Debt” means Total
      Debt less the cash balances (including bank and time deposits) (the “Cash Balances”) of the
      Borrower, including those deposited in the Debt Service Deposit Accounts,
      but excluding a minimum retained working capital amount of
      US$20,000,000;

              


      

       

      
        	 	
                17.2.3

              	
                “Total Debt”, measured at
      the end of each quarter of its financial years and as evidenced by its
      quarterly financial statement for that quarter referred to in sub-clause
      17.1.1 of Clause 17.1 (Financial Condition),
      means the aggregate amount of Indebtedness For Borrowed Money which bears
      interest or payments in the nature of interest or on which interest or
      payments in the nature of interest is chargeable, then outstanding (both
      principal and accrued interest) including indebtedness under all Asset
      Based Financing but excluding that arising under operating leases,
      guarantees or contingent liabilities of the
  Borrower;

              


      

       

      
        	 	
                17.2.4

              	
                “Liquidity Ratio”
      measured at the end of each quarter of its financial years and as
      evidenced by its quarterly financial statement for that quarter referred
      to in sub-clause 17.1.2 of Clause 17.1 (Financial Condition),
      means the ratio of:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      sum of (i) opening Cash Balances of the Borrower on the date two quarters
      prior to the date of that quarterly financial statement, (ii) net amounts
      disbursed to the Borrower under the Facility (being amounts disbursed less
      amounts repaid other than scheduled repayments) during such preceding two
      quarters, (iii) Equity injected during such preceding two quarters
      (including Subordinated Debt made available by the Shareholders and/or the
      parties to the Shareholders’ Agreement and outstanding during such
      preceding two quarters but for the avoidance of doubt, excluding
      capitalised retained earnings) and (iv) net profit before depreciation and
      amortisation, interest expenses (including under Asset Based Financing
      (other than operating leases)) (“Interest Expense”),
      fees, corporate tax and gains or losses on disposal of fixed assets for
      such preceding two quarters as adjusted
by:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                subtracting
      increases and adding decreases in working capital (including short term
      and long term payables under any Asset Based Financing (other than in
      respect of operating leases));

              


      

       

      
        	
                 
      

              	
                (2)

              	
                subtracting
      capital expenditure (excluding sale and lease back transactions) incurred
      during such preceding two quarters;
and

              


      

       

      
        	
                 
      

              	
                (3)

              	
                adding
      proceeds from the disposal of fixed assets for such preceding two quarters
      (other than proceeds from sale and lease back transactions under finance
      leases); to

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      aggregate amount of scheduled repayments of principal under the Facility
      during such preceding two quarters and Interest Expense and payments in
      the nature of interest on all Indebtedness For Borrowed
  

              


      

       

      
        
          
          

        

        
          - 32 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                 

              	
                Money
      of the Borrower (including indebtedness under all Asset Based Financing
      but excluding under operating leases) and fees paid or due under this
      Agreement during such preceding two quarters;
  and

              


      

       

      
        	 	
                17.2.5

              	
                “DSCR” measured at the
      end of each quarter of its financial years and as evidenced by its two
      quarterly financial projections for that quarter delivered pursuant to
      Clause 16.4 (Compliance
      Certificates), means the ratio
of:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      sum of (i) opening Cash Balances of the Borrower at the start of the
      immediately succeeding two quarters, (ii) net amounts disbursed to the
      Borrower under the Facility (being amounts disbursed less amounts repaid
      other than scheduled repayments) during such succeeding two quarters,
      (iii) Equity injected during such succeeding two quarters (including
      Subordinated Debt made available by the Shareholders and/or the parties to
      the Shareholders’ Agreement and outstanding during such succeeding two
      quarters but for the avoidance of doubt, excluding capitalised retained
      earnings) and (iv) net profit before depreciation and amortisation,
      Interest Expense, fees and corporate tax for such succeeding two quarters
      as adjusted by:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                subtracting
      increases and adding decreases in working capital (including short term
      and long term payables under Asset Based Financing (other than in respect
      of operating leases));

              


      

       

      
        	
                 
      

              	
                (2)

              	
                subtracting
      capital expenditure (excluding sale and lease back transactions) incurred
      during such succeeding two quarters;
and

              


      

       

      
        	
                 
      

              	
                (3)

              	
                adding
      proceeds from the disposal of fixed assets (other than proceeds from sale
      and lease back transactions and/or finance leases) during such succeeding
      two quarters; to

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      aggregate amount of scheduled repayments of principal under the Facility
      during such succeeding two quarters and Interest Expense and payments in
      the nature of interest on all Indebtedness For Borrowed Money of the
      Borrower (including indebtedness under all Asset Based Financing but
      excluding under operating leases) and fees paid or due under this
      Agreement during such succeeding two
quarters.

              


      

       

      
        	
                17.3

              	
                Accounting
      Terms

              


      

       

      All
accounting expressions which are not otherwise defined herein shall be construed
in accordance with generally accepted accounting principles in Singapore (as
used in the Borrower's most recent audited financial statements).

       

       

      
        	
                18.

              	
                Covenants

              


      

       

      Positive
Covenants

       

      
        	
                18.1

              	
                Maintenance
      of Legal Validity

              


      

       

      The
Borrower 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 

       

      
        
          
          

        

        
          - 33 -

          
            

          

        

        
          
          

        

      

      required
in or by the laws of Singapore 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 provided
pursuant to Clause 2.3 (Conditions Precedent)) 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.

       

      
        	
                18.2

              	
                Insurance

              


      

       

      
        	 	
                18.2.1

              	
                The
      Borrower shall maintain insurances on and in relation to its business and
      assets with reputable underwriters or insurance companies against such
      risks and to such extent as is usual for companies carrying on a business
      such as that carried on by the
Borrower.

              


      

       

      
        	 	
                18.2.2

              	
                The
      Borrower shall deliver to the Facility Agent no later than 120 days after
      the date of the first Advance, the insurance policies of the Borrower duly
      endorsed in accordance with the Insurance
  Assignment.

              


      

       

      
        	
                18.3

              	
                Compliance
      with Laws and Environmental
Compliance

              


      

       

      The
Borrower shall comply in all material respects with all applicable laws, rules
and regulations to which it may be subject, including all Environmental Law and
shall obtain and maintain any Environmental Permits, breach of which (or failure
to comply with, obtain, maintain or take out which) could reasonably be expected
to have a Material Adverse Effect.

       

      
        	
                18.4

              	
                Environmental
      Claims

              


      

       

      The
Borrower shall inform the Facility Agent in writing as soon as reasonably
practicable upon becoming aware of the same if any Environmental Claim (other
than those of a frivolous or vexatious nature) has been commenced or (to the
best of the Borrower’s knowledge and belief) is threatened against it in any
case where such claim would be reasonably likely, if determined against it, to
have a Material Adverse Effect or of any facts or circumstances which will or
are reasonably likely to result in any Environmental Claim being commenced or
threatened against it in any case where such claim would be reasonably likely,
if determined against it, to have a Material Adverse Effect.

       

      
        	
                18.5

              	
                Notification
      of Events of Default 

              


      

       

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

       

      
        	
                18.6

              	
                Claims
      Pari Passu

              


      

       

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

       

      
        
          
          

        

        
          - 34 -

          
            

          

        

        
          
          

        

      

      
        	 	
                18.6.1

              	
                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;

              


      

       

      
        	 	
                18.6.2

              	
                indebtedness
      preferred solely by laws of general application;
  and

              


      

       

      
        	 	
                18.6.3

              	
                indebtedness
      arising pursuant to the Existing Credit Agreement or the Existing Security
      Documents.

              


      

       

      
        	
                18.7

              	
                Utilisation
      of the Plant

              


      

       

      The
Borrower shall, unless otherwise agreed by the Instructing Group, utilise the
Plant to produce semiconductor integrated circuit products and operate the Plant
in accordance with good industry practice and maintain the Plant in good working
order.

       

      
        	
                18.8

              	
                Project
      Contracts

              


      

       

      The
Borrower shall maintain all necessary contracts, licences, approvals, titles and
permits in relation to the Project in full force and effect except (a) in the
case of contracts, where the same have terminated by virtue of the full and
complete performance thereof and (b) in the case of contracts, licences,
approvals, titles and permits, where failure to maintain the same shall have no
Material Adverse Effect.

       

      
        	
                18.9

              	
                Maintenance
      of Security

              


      

       

      The
Borrower shall maintain the security granted pursuant to the Security Documents
in accordance with the terms thereof, save for contracts or other agreements the
subject of security which expire or terminate due to the full and complete
performance thereof or the termination of which is not material in the overall
context of the security granted pursuant to the Debenture.

       

      
        	
                18.10

              	
                Milestone

              


      

       

      The
Borrower shall meet the Product Qualification milestones for:

       

      
        	 	
                18.10.1

              	
                68
      nanometer technology node on 300mm wafer by 31 December 2008;
      and

              


      

       

      
        	 	
                18.10.2

              	
                50
      nanometer technology node on 300mm wafer by 31 December
    2010.

              


      

       

      In this
Clause 18.10 “Product
Qualification” means product qualification as determined by Micron in
accordance with Micron DRAM product specifications.

       

      
        	
                18.11

              	
                Utilisation
      of Proceeds

              


      

       

      The
Borrower shall utilise the proceeds of each Advance in accordance with the
provisions of Clause 2.2 (Purpose and
Application).

       

      
        	
                18.12

              	
                Taxes
      and Central Provident Fund

              


      

       

      The
Borrower shall pay all taxes assessed against it as and when they fall due (all
applicable grace periods as permitted by the relevant authorities being taken
into account) and shall ensure that all central provident fund schemes to which
the Borrower is bound 

       

      
        
          
          

        

        
          - 35 -

          
            

          

        

        
          
          

        

      

      are
provided for in accordance with generally accepted local taxation, accounting
and authorised practices.

       

      
        	
                18.13

              	
                Non-extension
      Event

              


      

       

      
        	 	
                18.13.1

              	
                The
      Borrower may create Security over the assets which are subject to the
      Security created pursuant to the Security Documents, in favour of Micron,
      as security for the counter-indemnity obligation of the Borrower in
      respect of any amounts paid by Micron to the Finance Parties under the
      Micron Corporate Guarantee, provided
that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Micron Corporate Guarantee and the Security Sharing Agreement are in full
      force and effect;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      Security created in favour of Micron pursuant to this Clause 18.13.1 shall
      at all times rank second in priority to the Security created pursuant to
      the Security Documents; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                each
      Micron Security Document shall be on such terms substantially similar to
      those of the Security Documents.

              


      

       

      
        	 	
                18.13.2

              	
                If
      the Non-extension Event is no longer continuing, the Security Trustee
      shall at the cost and request of the Borrower, discharge and release
      Micron from its obligations under the Micron Corporate Guarantee (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 Security created pursuant thereto has
      been released and discharged to the satisfaction of the Security
      Trustee.

              


      

       

      
        	 	
                18.13.3

              	
                If
      a Non-extension Event has occurred and is continuing on or after 11
      October 2010, the Borrower shall ensure that there is an aggregate minimum
      cash balance of US$50,000,000 in any of the Accounts at the end of each
      quarter of its financial years, in excess of any amount to be maintained
      by the Borrower in the Debt Service Deposit Accounts in accordance with
      the requirements of Clause 28.7 (Debt Service Deposit
      Accounts).

              


      

       

      
        	 	
                18.13.4

              	
                For
      the avoidance of doubt, no Potential Event of Default shall occur or be
      deemed to have occurred if the requirements of Clause 18.13.3 have been
      met.

              


      

       

      
        	
                18.14

              	
                “Know
      your customer" checks

              


      

       

      
        
          	 	
                  18.14.1

                	
                  The
      Borrower shall (and shall procure that each other Obligor shall) within
      five Business Days of a request by the Facility Agent or any other Finance
      Party or Original Mandated Lead Arranger supply, or procure the supply of,
      such documentation and other evidence as is reasonably requested by the
      Facility Agent (for itself or on behalf of any other Finance Party) or any
      other Finance Party of Original Mandated Lead Arranger (for itself or, in
      the case of a Bank, on behalf of any prospective Transferee) in order for
      the Facility Agent, such other Finance Party, Original Mandated Lead
      Arranger or any prospective Transferee to carry out and be satisfied with
      the results of all necessary "know your customer" or other checks in
      relation to any person that it is required (under any applicable law
      

                


        

         

      

       

      
        
          
          

        

        
          - 36 -

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                or
      regulation) to carry out in respect of the transactions contemplated in
      the Finance Documents.

              


      

       

      
        	 	
                18.14.2

              	
                Each
      Bank shall promptly upon the request of the Facility Agent supply, or
      procure the supply of, such documentation and other evidence as is
      reasonably requested by the Facility Agent (for itself) in order for the
      Facility Agent to carry out and be satisfied with the results of all
      necessary "know your customer" or other checks in relation to any person
      that it is required (under any applicable law or regulation) to carry out
      in respect of the transactions contemplated in the Finance
      Documents.

              


      

       

      Negative
Covenants

       

      
        	
                18.15

              	
                Arm’s
      Length Transactions

              


      

       

      The
Borrower shall not, other than as already agreed under or pursuant to or as
contemplated by the Core Commercial Agreements, enter into transactions with its
shareholders or the parties to the Shareholders' Agreement or any of their
affiliates or subsidiaries except:

       

      
        	 	
                18.15.1

              	
                on
      an arm’s length basis; or

              


      

       

      
        	 	
                18.15.2

              	
                with
      the approval of (a) a majority of directors representing those of its
      shareholders that are not party to or direct beneficiaries of the proposed
      transaction and (b) a majority of the board of directors of the Borrower
      as a whole; or

              


      

       

      
        	 	
                18.15.3

              	
                any
      single transaction or series of related transactions involving aggregate
      consideration to or from the Borrower of less than US$5,000,000 or its
      equivalent.

              


      

       

      For the
avoidance of doubt, a director appointed by the Board of Directors of the
Borrower pursuant to Article 76(g) of the Borrower's Articles of Association
shall be deemed to be a director not representing any shareholder of the
Borrower.

       

      
        	
                18.16

              	
                Capital
      Expenditure

              


      

       

      
        	 	
                18.16.1

              	
                The
      Borrower shall not incur any capital expenditure at any time other than,
      subject to sub-clauses 18.16.2 to 18.16.7, in the amounts as set out
      below:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                up
      to an aggregate of US$1,100,000,000 for the financial year ending on 28
      August 2008;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                up
      to an aggregate of US$250,000,000 for the financial year ending on 3
      September 2009; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                up
      to an aggregate of US$280,000,000, for the period commencing after the
      financial year referred to in paragraph (ii) above and ending on the Final
      Maturity Date.

              


      

       

      
        	 	
                18.16.2

              	
                Subject
      to the other provisions of this Clause 18.16, the Borrower may, at any
      time in any period referred to in Clause 18.16.1(ii) or (iii) above, incur
      capital expenditure notwithstanding that the aggregate capital expenditure
      then incurred by the Borrower has or will (together with that capital
      expenditure) exceed the amount permitted for that period in Clause
      18.16.1(ii) or (iii) (as adjusted in accordance with Clause 18.16.6) (any
      capital expenditure in excess of such


              


      

       

      
        
          
          

        

        
          - 37 -

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                amount
      permitted for that period in Clause 18.16.1(ii) or (iii) hereinafter
      referred to as “Additional Capital
      Expenditure”), provided that
either:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                (in
      the case of Clause 18.16.1(ii)) the aggregate amount of Additional Capital
      Expenditure (if any) incurred and in respect of which the Borrower has
      taken delivery of equipment which is the subject of the Additional Capital
      Expenditure so incurred in such financial year of the Borrower shall not
      exceed an amount equal to the highest of the amounts of Excess Cash in
      respect of each of the financial quarters of the Borrower in that
      financial year; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                (in
      the case of Clause 18.16.1(iii)) the aggregate amount of Additional
      Capital Expenditure (if any) incurred and in respect of which the Borrower
      has taken delivery of equipment which is the subject of the Additional
      Capital Expenditure so incurred in any financial year falling within the
      period referred to in Clause 18.16.1(iii) shall not exceed an amount equal
      to the highest of the amounts of Excess Cash in respect of each of the
      financial quarters of the Borrower in that financial
  year.

              


      

       

      
        	 	
                18.16.3

              	
                Any
      amount of Additional Capital Expenditure can only be incurred after 1
      January 2009.

              


      

       

      
        	 	
                18.16.4

              	
                For
      the purpose of this Clause 18.16:

              


      

       

      “Actual Additional Capital
Expenditure” means:

       

      
        	
                 
      

              	
                (a)

              	
                in
      respect of the financial year ending on 3 September 2009, the amount equal
      to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      aggregate amount of capital expenditure incurred by the Borrower in that
      financial year; less

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      amount of capital expenditure permitted to be incurred by the Borrower
      under Clause 18.16.1 in respect of that financial year (as adjusted in
      accordance with Clause 18.16.6);
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      respect of any financial year falling within the period referred to in
      paragraph (iii) of Clause 18.16.1, the amount equal
  to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      aggregate amount of capital expenditure incurred by the Borrower from the
      first day of that period until the last day of that financial year;
      less

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      aggregate of (A) US$280,000,000 (as adjusted in accordance with Clause
      18.16.6) and (B) the aggregate amount of the Actual Additional Capital
      Expenditure incurred by the Borrower in the preceding financial years
      falling within the period referred to in paragraph (iii) of Clause
      18.16.1,

              


      

       

      Provided
that if the result is a negative number, the Actual Additional Capital
Expenditure shall be deemed to be zero.

       

      
        
          
          

        

        
          - 38 -

          
            

          

        

        
          
          

        

      

      “Excess Cash” means, in respect
of any financial quarter of the Borrower, the difference between:

       

      
        	
                 
      

              	
                (a)

              	
                the
      aggregate amount of cash in the bank accounts of the Borrower (including
      the amounts deposited in the Debt Service Deposit Accounts) on the last
      day of that financial quarter; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      aggregate of the next four Repayment
  Instalments,

              


      

       

      as
evidenced by the then unaudited quarterly financial statements prepared in US
dollars of the Borrower for that quarter, adjusted, in the case of the first and
second financial quarters of each financial year of the Borrower, by subtracting
the Actual Additional Capital Expenditure for the previous financial
year.

       

      
        	 	
                18.16.5

              	
                The
      Borrower shall not, at any time, incur any Additional Capital Expenditure
      if, at such time:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any
      party to the Shareholders’ Agreement is entitled to give a notice under
      Clause 14 of the Shareholders’ Agreement (as such Clause may be
      renumbered) or under any other analogous provision of the Shareholders’
      Agreement for the non-extension of the
Term;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      Non-extension Event has occurred and is
  continuing;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      Event of Default has occurred and is continuing;
  or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      aggregate amount standing to the credit of the Debt Service Deposit
      Accounts is less than
US$60,000,000,

              


      

       

      
        	 	
                18.16.6

              	
                If
      the amount of the capital expenditure of the Borrower in any particular
      period referred to in Clause 18.16.1 is less than the amount of capital
      expenditure permitted for that year in that Clause, an amount equal to
      such difference shall be added to the capital expenditure permitted for
      the next period for the purpose of Clause
  18.16.1.

              


      

       

      
        	 	
                18.16.7

              	
                For
      the avoidance of doubt:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      principal or capital component of any Permitted Financial Indebtedness
      incurred by the Borrower under any Asset Based Financing (other than
      operating leases and sale and lease back transactions)) shall be included
      in determining the amount of capital expenditure of the Borrower in this
      Clause 18.16;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                capital
      expenditure funded by any new equity and/or Subordinated Debt made
      available by and owing to the Shareholders and/or the parties to the
      Shareholders’ Agreement shall not be prohibited and the amount of any such
      capital expenditure shall not be included in determining the amount of
      capital expenditure of the Borrower in this Clause 18.16;
    and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                if
      the amount of any Additional Capital Expenditure which the Borrower has
      incurred in any financial year of the Borrower is less than the amount
      permitted for that financial year of the Borrower under Clause 18.16.2,
      the balance will be forfeited and shall not be added to the amount so
      permitted for the following financial year of the
  Borrower.

              


      

       

      
        
          
          

        

        
          - 39 -

          
            

          

        

        
          
          

        

      

      
        	
                18.17

              	
                Negative
      Pledge

              


      

       

      The
Borrower shall not without the prior written consent of the Instructing Group,
create or permit to subsist any Encumbrance over all or any of its present or
future revenues or assets other than a Permitted Encumbrance.

       

      
        	
                18.18

              	
                Loans
      and Guarantees

              


      

       

      The
Borrower shall not without the prior written consent of the Instructing Group,
make any loans, grant any credit (save in the ordinary course of business) or
give any guarantee or indemnity (except as required hereby and other than loans
and/or guarantees to employees of the Borrower not exceeding in aggregate
US$2,000,000 or its equivalent) to or for the benefit of any person or otherwise
voluntarily assume any liability, whether actual or contingent, in respect of
any obligation of any other person.

       

      
        	
                18.19

              	
                Disposals

              


      

       

      The
Borrower shall not sell, lease, transfer or otherwise dispose of, by one or more
transactions or series of transactions (whether related or not), the whole or
any part of its revenues or its assets other than:

       

      
        	 	
                18.19.1

              	
                sale
      of stock in trade in the ordinary course of business;
  or

              


      

       

      
        	 	
                18.19.2

              	
                disposal
      of assets (other than fixed assets) in the ordinary course of business;
      or

              


      

       

      
        	 	
                18.19.3

              	
                in
      respect of fixed assets, any sale, lease or disposal (including pursuant
      to capital leases and hire-purchases but excluding pursuant to any sale
      and lease back arrangements) which is not in excess of, when aggregated
      with each other such sale, lease and disposal in a financial year, 15 per
      cent. of the Borrower's fixed assets (measured by the quarterly simple
      average net book value) in that financial
year;

              


      

       

      
        	 	
                18.19.4

              	
                sale
      or disposal of assets by way of sale and lease back arrangements entered
      into by the Borrower under a Permitted Financial Indebtedness;
      or

              


      

       

      
        	 	
                18.19.5

              	
                cash
      dispositions permitted by and made in accordance with Clause 28.1 (Accounts).

              


      

       

      
        	
                18.20

              	
                Mergers
      and Subsidiaries

              


      

       

      The
Borrower shall not merge or consolidate with any other person, enter into any
demerger transaction or participate in any other type of corporate
reconstruction or create any subsidiaries except that the Borrower may create or
acquire subsidiaries each with a capital of up to US$5,000,000 provided (a) that
the shares and/or assets of any such subsidiaries are pledged or otherwise
secured in favour of the Banks to secure the obligations of the Borrower under
the Finance Documents, in form and substance satisfactory to the Instructing
Group and (b) the Borrower shall procure that any such subsidiaries do not incur
any indebtedness (other than normal operating expenses incurred in the ordinary
course of business, taxes and inventory purchase liabilities).

       

      
        	
                18.21

              	
                Dividends

              


      

       

      The
Borrower shall not, without the prior written consent of the Instructing Group
pay, make  or declare any dividend or other distribution or repurchase
or redeem equity.

       

      
        
          
          

        

        
          - 40 -

          
            

          

        

        
          
          

        

      

      
        	
                18.22

              	
                No
      Termination of or Amendments to Core Commercial
  Agreements

              


      

       

      The
Borrower shall not, without the prior consent of the Instructing Group,
terminate, cancel, amend or vary or grant any waiver under, or agree to any
termination of, or amendment or variation to or granting of any waiver under,
any Core Commercial Agreement save for (a) amendments or waivers which are of a
minor, technical or administrative nature or to correct obvious mistakes or
inconsistencies which are notified to the Facility Agent as soon as reasonably
practicable after such amendment or waiver, (b) termination or cancellation or
amendments or waivers where the same would not reasonably be expected to have a
Material Adverse Effect, (c) termination of the Shareholders’ Agreement in
circumstances where Micron has acquired all the shares in the Borrower or (d)
save where the same has terminated by virtue of the full and complete
performance thereof.

       

      
        	
                18.23

              	
                Intellectual
      Property Rights

              


      

       

      The
Borrower shall not accept liability in respect of, or compromise any claim by
any third party that the Borrower has infringed any third party intellectual
property rights in the course of manufacturing products, in the operation of the
Plant in Singapore or otherwise, where to do so would result in any liability or
require the Borrower to make any payment either of which would reasonably be
expected to have a Material Adverse Effect.

       

      
        	
                18.24

              	
                Permitted
      Financial Indebtedness

              


      

       

      
        	 	
                18.24.1

              	
                The
      Borrower shall not incur any Financial Indebtedness unless each of the
      following conditions is satisfied:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                such
      Financial Indebtedness comprises Permitted Financial
      Indebtedness;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Borrower has complied with Clause 17 (Financial Condition)
      and Clause 18 (Covenants) of this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                no
      Event of Default or Potential Event of Default has arisen and is
      continuing unwaived, arises or will arise as a result of the incurrence of
      such Permitted Financial
Indebtedness;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                in
      relation to any Permitted Financial Indebtedness under any Asset Based
      Financing (other than operating leases, finance leases and sale and lease
      back arrangements), the ratio of the total amount of the facility or
      commitment for such Asset Based Financing shall not be less than 70 per
      cent. of the aggregate Value of all the assets which are the subject of,
      or to be acquired, mortgaged and/or financed under, that Asset Based
      Financing as at the date on which the agreement(s) evidencing such Asset
      Based Financing is/are entered into by the Borrower. In this paragraph
      (d), “Value”
      means, (i) where any such assets are to be newly acquired, the purchase
      price thereof and (ii) in the case of any other assets, the net book value
      thereof, as at the commencement of such Asset Based Financing or the date
      on which the agreement(s) evidencing such Asset Based Financing is/are
      entered into by the Borrower (whichever is applicable);
  and

              


      

       

      
        
          
          

        

        
          - 41 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (e)

              	
                in
      relation to any Permitted Financial Indebtedness under any Asset Based
      Financing that are in the form of finance leases, the ratio of the total
      amount of the principal component payable or to be payable thereunder less
      the amount (if any) paid by the Borrower as a downpayment shall not be
      less than 70 per cent. of (i) in the case of finance leases under sale and
      lease back arrangements, the net book value of all the assets which are
      the subject of, or to be leased under, that Asset Based Financing as at
      the commencement of such Asset Based Financing and (ii) in the case of any
      other finance lease, the purchase price of all the assets which are the
      subject of, or to be leased under, that Asset Based
    Financing.

              


      

       

      
        	 	
                18.24.2

              	
                The
      Borrower shall not redeem, discharge, repay or prepay the Subordinated
      Debt at any time unless at such time the Advances together with accrued
      interest and all other amounts owing to the Finance Parties hereunder have
      been repaid. For the avoidance of doubt, (a) the Borrower shall not make
      interest payments which fall due on Subordinated Debt made available by
      Shareholders and/or the parties to the Shareholders’ Agreement, (b) the
      Borrower may convert Subordinated Debt made available by the Shareholders
      and/or the parties to the Shareholders’ Agreement into common stock of the
      Borrower (subject to Clause 18.26 (Share Capital)) and (c)
      there are no restrictions upon the Shareholders and/or the parties to the
      Shareholders’ Agreement not requiring repayment of or otherwise forgiving
      Subordinated Debt.

              


      

       

      
        	
                18.25

              	
                Authorised
      Investments

              


      

       

      The
Borrower shall not make any investments other than Authorised
Investments.

       

      
        	
                18.26

              	
                Share
      Capital

              


      

       

      The
Borrower shall not redeem, repurchase, purchase, defease or retire any of its
shares.

       

      
        	
                18.27

              	
                Change
      of Business

              


      

       

      The
Borrower shall procure that no substantial change is made to the general nature
of its business from that carried on at the date hereof.

       

       

      
        	
                19.

              	
                Events
      of Default

              


      

       

      Each of
Clause 19.1 (Failure to
Pay) to Clause 19.21 (Shareholder Termination
Event) describes circumstances which constitute an Event of Default for
the purposes of this Agreement.

       

      
        	
                19.1

              	
                Failure
      to Pay

              


      

       

      The
Borrower fails to pay any sum due from it under any Finance Document to which it
is a party at the time, in the currency and in the manner specified therein
unless (a) without prejudice to sub-paragraph (b) below, such failure to pay is
due to technical or administrative delay in the transfer of funds which was
outside the control of the Borrower and such sum was paid within two Business
Days of the due date for payment or (b) such failure to pay is a failure to pay
a sum which is due under the Finance Documents and sufficient amounts stand to
the credit of the Debt Service Deposit Accounts and are 

       

      
        
          
          

        

        
          - 42 -

          
            

          

        

        
          
          

        

      

      available
and able to be withdrawn by the Security Trustee from the Debt Service Deposit
Accounts to discharge such sum then due and the Borrower, within five Business
Days of any such withdrawal by the Security Trustee, deposits into the Debt
Service Deposit Accounts such amount so as to ensure that it complies with the
requirements of Clause 28.7 (Debt Service Deposit
Accounts).

       

      
        	
                19.2

              	
                Misrepresentation

              


      

       

      Any
representation or statement made or deemed to be made by an Obligor in any
Finance Document to which it is a party or in any notice or other document,
certificate or statement delivered by it pursuant thereto or in connection
therewith proves to have been incorrect, untrue or misleading in any material
respect when made or deemed to be repeated and such representation or statement
remains incorrect, untrue or misleading in any material respect seven days after
that Obligor becomes aware that such representation or statement was incorrect,
untrue or misleading.

       

      
        	
                19.3

              	
                Specific
      Covenants

              


      

       

      The
Borrower fails duly to perform or comply with any of the obligations expressed
to be assumed by it in Clause 16 (Financial Information and other
information) if, in the case of Clause 16.2 (Quarterly Statements), such
failure is not remedied within 30 days from the date upon which the Facility
Agent notifies the Borrower of such failure or the Borrower fails to duly
perform or comply with any of the obligations expressed to be assumed by it in
Clause 18.2.2, Clause 18.5 (Notification of Events of
Default) (except that in the case of failure to notify the Facility Agent
of the occurrence of or confirm the non-occurrence of, any Potential Event of
Default, the Borrower may remedy such failure within 30 days of its occurrence),
Clause 18.8 (Project
Contracts), Clause 18.9 (Maintenance of Security),
Clause 18.11 (Utilisation of
Proceeds), Clause 18.13 (Non-extension Event), Clause
18.15 (Arm’s Length
Transactions), Clause 18.21 (Dividends), Clause 18.23
(Intellectual Property
Rights) or Clause 28.7 (Debt Service Deposit
Accounts).

       

      
        	
                19.4

              	
                Financial
      Condition

              


      

       

      
        	 	
                19.4.1

              	
                Any
      of the requirements of sub-clause 17.1.1 of Clause 17.1 (Financial Condition) is
      not satisfied unless, within two months of the last day of the period in
      respect of which the financial statements evidencing such failure have
      been prepared, the Borrower has provided evidence satisfactory to the
      Facility Agent and the Instructing Group that, were relevant financial
      statements to be prepared and the relevant ratio to be calculated in
      respect of such two month period then ending, the Borrower would not be
      failing to perform or comply with that covenant or, within 15 days after
      the end of such two month period the Borrower has provided financial
      statements with respect to such two month period to the Facility Agent
      confirming that if the relevant ratio is calculated with respect to such
      two month period, as at the end of such two month period the Borrower is
      not failing to perform or comply with such
  covenant.

              


      

       

      
        	 	
                19.4.2

              	
                Any
      of the requirements of sub-clause 17.1.2 of Clause 17.1 (Financial Condition) is
      not satisfied unless, within three months of the last day of the period in
      respect of which the financial statements evidencing such failure have
      been prepared, the Borrower has provided evidence satisfactory to the
      Facility Agent and the Instructing Group that, were relevant financial
      statements to be prepared and the 

              


      

       

      
        
          
          

        

        
          - 43 -

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                relevant
      ratio to be calculated in respect of such three month period then ending,
      the Borrower would not be failing to perform or comply with that covenant
      or, within 15 days after the end of such three month period the Borrower
      has provided financial statements with respect to such three month period
      to the Facility Agent confirming that if the relevant ratio is calculated
      with respect to such three month period, as at the end of such three month
      period the Borrower is not failing to perform or comply with such
      covenant.

              


      

       

      
        	 	
                19.4.3

              	
                Any
      of the requirements of sub-clause 17.1.3 of Clause 17.1 (Financial Condition) is
      not satisfied unless, within three months of the start of the period in
      respect of which the projections evidencing such failure have been
      prepared, the Borrower has provided evidence satisfactory to the Facility
      Agent and the Instructing Group that, were the relevant ratio to be
      calculated based on the actual results of the first three months of such
      period and revised projections prepared by the Borrower for the
      immediately succeeding three months of that period, the Borrower would not
      be failing to perform or comply with that
  covenant.

              


      

       

      
        	
                19.5

              	
                Other
      Obligations

              


      

       

      An
Obligor fails duly to perform or comply with any other obligation expressed to
be assumed by it in any Finance Documents to which it is party and such failure,
if capable of remedy, is not remedied within 60 days after the Facility Agent
has given notice thereof to the Borrower.

       

      
        	
                19.6

              	
                Cross
      Default

              


      

       

      
        	 	
                19.6.1

              	
                Any
      Indebtedness For Borrowed Money of the Borrower is not paid when due or at
      the expiry of any applicable grace period or periods, provided that it shall
      not constitute an Event of Default if such indebtedness is not paid as a
      result of a bona
      fide dispute which is being contested in good faith and in respect
      of which appropriate reserves have been
made.

              


      

       

      
        	 	
                19.6.2

              	
                Any
      Indebtedness For Borrowed Money of Micron under any agreement between
      Micron and a third party with an outstanding amount exceeding
      US$20,000,000 (or its equivalent) is accelerated by the relevant creditor
      or creditors in accordance with the terms of the relevant document or
      agreement (and becomes due before its specified maturity accordingly) and
      such acceleration has not been waived, satisfied or otherwise withdrawn
      within 30 days.

              


      

       

      
        	 	
                19.6.3

              	
                Any
      creditor under any Asset Based Financing or part thereof or an agent or
      trustee on its behalf declares (in accordance with the terms of that Asset
      Based Financing) that an event of default (howsoever described) has
      occurred under or in respect of that Asset Based Financing or otherwise
      declares that any amount due under or in respect of that Asset Based
      Financing is accelerated (and become due prior to its specified maturity
      accordingly).

              


      

       

      
        	 	
                19.6.4

              	
                No
      Event of Default will occur under Clause 19.6.1 or 19.6.3 (to the extent
      that the Event of Default under Clause 19.6.3 was the result of a failure
      to make a payment under any Asset Based Financing when due or at the
      expiry of any applicable grace period or periods) if the aggregate amount
      of Indebtedness for Borrrowed Money or such Asset Based Financing (as the
      case may be) falling 

              


      

       

      
        
          
          

        

        
          - 44 -

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                within
      Clause 19.6.1 and 19.6.3 above is less than US$5,000,000 (or its
      equivalent).

              


      

       

      
        	
                19.7

              	
                Insolvency
      and Rescheduling

              


      

       

      An
Obligor is unable to pay its debts as they fall due, commences negotiations with
any one or more of its creditors with a view to the general readjustment or
rescheduling of its indebtedness or makes a general assignment for the benefit
of or a composition with its creditors;

       

      
        	
                19.8

              	
                Winding-up

              


      

       

      The
Borrower or Micron takes any corporate action or other steps (which are not of a
frivolous or vexatious nature) are taken or legal proceedings are started for
its winding-up, dissolution, administration or re-organisation (whether by way
of voluntary arrangement, scheme of arrangement or otherwise) or for the
appointment of a liquidator, receiver, administrator, judicial manager,
conservator, custodian, trustee or similar officer of it or of any or all of its
revenues and assets unless in the case of any such petition presented, order
made or other action or steps or proceedings taken otherwise than by or at the
instigation of the Borrower or any of the shareholders, the same would not
prejudice the rights of the Finance Parties under the Security Documents, is
being contested in good faith and is in any event discharged, withdrawn or
discontinued within 30 days.

       

      
        	
                19.9

              	
                Execution
      or Distress

              


      

       

      Any
execution or distress is levied against, or an encumbrancer takes possession of,
the whole or any part of, the property, undertaking or assets of an Obligor and
if such execution, distress or taking of possession relates to assets which are
not substantial, such execution, distress or taking of possession is not
discharged within three months.

       

      
        	
                19.10

              	
                Litigation

              


      

       

      
        	 	
                19.10.1

              	
                The
      Borrower fails to comply with or pay any sum due from it under any final
      judgment or any final order made or given by any court of competent
      jurisdiction which exceeds (in aggregate with any other such sums
      outstanding) US$5,000,000 or its equivalent and continues unsatisfied and
      unstayed for a period of 30 days.

              


      

       

      
        	 	
                19.10.2

              	
                Any
      final judgement or final order made against the Borrower is made or given
      by any court of competent jurisdiction, in each case which would
      reasonably be expected to have a Material Adverse
  Effect.

              


      

       

      
        	 	
                19.10.3

              	
                No
      Event of Default would occur under Clauses 19.10.1 and 19.10.2
      if:

              


      

       

      
        	
                  
      

              	
                (i)

              	
                the
      final judgement or final order is subject to a pending appeal or a pending
      application for permission or leave to appeal;
  or

              


      

       

      
        	
                   
      

              	
                (ii)

              	
                (a)

              	
                there
      is a possibility of an appeal or an application for permission or lease to
      appeal against that final judgement or final order;
  and

              


      

       

      
        
          	
                   
      

                	
                  (b)

                	
                  the
      period specified by the relevant court of competent jurisdiction or
      statute for making of an appeal or an application for permission or lease
      to appeal has not lapsed or, where no such period is specified,
      

                


        

         

        
          
            
            

          

          
            - 45 -

            
              

            

          

          
            
            

          

        

      

       

      
        	
                 
      

              	
                 

              	
                60
      days have not lapsed since the date on which the judgement or order was
      made.

              


      

       

      


       

      
        	
                19.11

              	
                Governmental
      Intervention

              


      

       

      By or
under the authority of any government, (a) all, or substantially all of, the
management of an Obligor is displaced or the authority of an Obligor in the
conduct of its business is wholly or partially curtailed ((in each case) which
would reasonably be expected to have a Material Adverse Effect) or (b) all or a
majority of the issued shares of an Obligor or the whole or any part (which
would reasonably be expected to have a Material Adverse Effect) of its revenues
or assets is seized, nationalised, expropriated or compulsorily
acquired.

       

      
        	
                19.12

              	
                Ownership
      of the Borrower

              


      

       

      Micron
ceases to own, directly or indirectly, at least 51 per cent. of the issued share
capital of the Borrower.

       

      
        	
                19.13

              	
                Insurance
      Total Loss

              


      

       

      The Plant
becomes or is declared a total loss or is beyond economic repair in the opinion
of the Insurance Expert.

       

      
        	
                19.14

              	
                Finance
      Documents in Full Force and Effect and
Security

              


      

       

      Save as
expressly permitted by the terms of the Finance Documents, any Finance Document
ceases to be in full force and effect or the security interests constituted by
any Security Document ceases to constitute first ranking security interest over
the assets which are expressed to be subject thereof.

       

      
        	
                19.15

              	
                The
      Borrower’s Business

              


      

       

      The
Borrower ceases to carry on the business contemplated in the Shareholders'
Agreement.

       

      
        	
                19.16

              	
                Repudiation

              


      

       

      The
Borrower repudiates a Finance Document to which it is a party or does or causes
to be done any act or thing evidencing an intention to repudiate a Finance
Document to which it is a party.

       

      
        	
                19.17

              	
                Illegality

              


      

       

      At any
time it is or becomes unlawful for the Borrower or any party to a Core
Commercial Agreement to perform or comply with any or all of its obligations
under any Finance Documents or Core Commercial Agreement to which it is a party
or any of the obligations of any such person thereunder are not or cease to be
legal, valid, binding and enforceable but, in the case of a Core Commercial
Agreement, only if the Instructing Group determines that such unlawfulness or
cessation of legality, validity or enforceability would reasonably be expected
to have a Material Adverse Effect.

       

      
        
          
          

        

        
          - 46 -

          
            

          

        

        
          
          

        

      

      
        	
                19.18

              	
                Core
      Commercial Agreements

              


      

       

      Any Core
Commercial Agreement is terminated other than by virtue of the full and complete
performance thereof and is not replaced by another agreement substantially the
same in scope, unless (a) such termination would not reasonably be expected to
have a Material Adverse Effect or (b) such termination relates to the
Shareholders’ Agreement in circumstances where Micron has acquired all the
shares in the Borrower.

       

      
        	
                19.19

              	
                Material
      Adverse Change

              


      

       

      
        	 	
                19.19.1

              	
                Any
      other event or circumstance occurs which the Instructing Group acting in
      good faith believes would reasonably be expected to have a Material
      Adverse Effect.

              


      

       

      
        	 	
                19.19.2

              	
                No
      Event of Default would occur under this Clause 19.19 solely by reason of a
      merger entered into by Micron that is not in breach of Clause 5.4 (Merger) of the Micron
      Corporate Guarantee.

              


      

       

      
        	
                19.20

              	
                Non-extension
      Event

              


      

       

      A
Non-extension Event has occurred and is continuing and the requirements of
Clause 18.13.3 have not been satisfied.

       

      
        	
                19.21

              	
                Shareholder
      Termination Event

              


      

       

      A
Shareholder Termination Event has occurred.

       

      
        	
                19.22

              	
                Micron
      Events of Default

              


      

       

      None of
the events specified in Clauses 19.2 (Misrepresentation), 19.5
(Other Obligations),
Clause 19.7 (Insolvency and
Rescheduling), Clause 19.9 (Execution or Distress) ,
Clause 19.11 (Governmental
Intervention), Clause 19.17 (Illegality), Clause 19.18
(Core Commercial
Agreements) and Clause 19.19 (Material Adverse Change)
above which occurs in relation only to Micron shall constitute an Event of
Default if Micron has been discharged and released from its obligations under
the Micron Corporate Guarantee in accordance with Clause 2.4 (Release of Guarantee) of the
Micron Corporate Guarantee.

       

      
        	
                19.23

              	
                Acceleration
      and Cancellation

              


      

       

      Upon the
occurrence of an Event of Default, and at any time thereafter for so long as
such event is continuing or has not been waived, the Facility Agent may (and, if
so instructed by the Instructing Group, shall) by notice to the
Borrower:

       

      
        	 	
                19.23.1

              	
                declare
      all or any part of the Advances to be immediately due and payable
      (whereupon the same shall become so payable together with accrued interest
      thereon and any other sums then owed by the Borrower under the Finance
      Documents) or declare all or any part of the Advances to be due and
      payable on demand of the Facility
Agent; 

              


      

       

      
        	 	
                19.23.2

              	
                declare
      that any undrawn portion of the Facility shall be cancelled, whereupon the
      same shall be cancelled and the Available Commitment of each Bank shall be
      reduced to zero; and/or

              


      

       

      
        
          
          

        

        
          - 47 -

          
            

          

        

        
          
          

        

      

      
        	 	
                19.23.3

              	
                exercise
      and/or direct the exercise of the rights of the Finance Parties under the
      Security Documents, subject to the terms
  thereof.

              


      

       

      
        	
                19.24

              	
                Advances
      Due on Demand

              


      

       

      If,
pursuant to Clause 19.23 (Acceleration and
Cancellation), the Facility Agent declares all or any part of the
Advances to be due and payable on demand of the Facility Agent, then, and at any
time thereafter, the Facility Agent may (and, if so instructed by the
Instructing Group, shall) by notice to the Borrower:

       

      
        	 	
                19.24.1

              	
                require
      repayment of all or such part of the Advances on such date as it may
      specify in such notice (whereupon the same shall become due and payable on
      the date specified together with accrued interest thereon and any other
      sums then owed by the Borrower under the Finance Documents) or withdraw
      its declaration with effect from such date as it may
      specify; and/or

              


      

       

      
        	 	
                19.24.2

              	
                select
      as the duration of any Interest Period which begins whilst such
      declaration remains in effect a period of six months or
    less.

              


      

       

       

      
        	
                20.

              	
                Commitment
      Commission and Fees

              


      

       

      
        	
                20.1

              	
                Commitment
      Commission

              


      

       

      The
Borrower shall pay to the Facility Agent for the account of each Bank a
commitment commission on the amount of such Bank’s Available Commitment (which
has not been cancelled pursuant to the terms of this Agreement) from day to day
for the period commencing on and from the date falling four Business Days from
the date of this Agreement to and including the last day of the Availability
Period, such commitment commission to be calculated at the rate of:

       

      
        	 	
                20.1.1

              	
                (where
      the Available Facility on any particular date is more than or equal to 50
      per cent. of the Total Commitments on that day) 0.75 per cent. per annum;
      and

              


      

       

      
        	 	
                20.1.2

              	
                (where
      the Available Facility on any particular date is less than 50 per cent. of
      the Total Commitments on that day) 0.5 per cent. per
  annum,

              


      

       

      and such
commitment commission is payable in arrears on the last day of each successive
period of three months which ends during the Availability Period and on the last
day of the Availability Period.

       

      
        	
                20.2

              	
                Upfront
      Fee

              


      

       

      The
Borrower shall pay to the Facility Agent for the account of the Original
Mandated Lead Arrangers and the Banks, the fees specified in the upfront fee
letter dated 9 January 2008 from the Original Mandated Lead Arrangers to the
Borrower at the times, and in the amounts, specified in such
letter.

       

      
        	
                20.3

              	
                Agency
      Fee

              


      

       

      The
Borrower shall pay to the Facility Agent for its own account the agency fees
specified in the agency fee letter dated on or about the date of this Agreement
from the Facility Agent to the Borrower at the times, and in the amounts,
specified in such letter.

       

      
        
          
          

        

        
          - 48 -

          
            

          

        

        
          
          

        

      

      
        	
                20.4

              	
                Security
      Trustee Fee

              


      

       

      The
Borrower shall pay to the Security Trustee for its own account the security
trustee fees specified in the security trustee fee letter dated on or about the
date of this Agreement from the Security Trustee to the Borrower at the times,
and in the amounts, specified in such letter.

       

       

      
        	
                21.

              	
                Costs
      and Expenses

              


      

       

      
        	
                21.1

              	
                Transaction
      Expenses

              


      

       

      The
Borrower shall, from time to time on demand of the Facility Agent, reimburse
each of the Facility Agent and each of the Original Mandated Lead Arrangers for
all reasonable costs and expenses (including but not limited to legal and
documentation fees), together with any GST thereon incurred by it in connection
with the negotiation, preparation and execution of the Finance Documents, any
other document referred to in the Finance Documents and the completion of the
transactions therein contemplated.

       

      
        	
                21.2

              	
                Preservation
      and Enforcement of Rights

              


      

       

      The
Borrower shall, from time to time on demand of the Facility Agent, reimburse the
Finance Parties for all costs and expenses (including legal fees) on a full
indemnity basis together with any GST thereon incurred in or in connection with
the preservation and/or enforcement of any of the rights of the Finance Parties
under the Finance Documents and any other document referred to in the Finance
Documents.

       

      
        	
                21.3

              	
                Stamp
      Taxes

              


      

       

      The
Borrower shall pay all stamp, registration and other taxes to which the Finance
Documents any other document referred to in the Finance Document or any judgment
given in connection therewith is or at any time may be subject and shall, from
time to time on demand of the Facility Agent, indemnify the Finance Parties
against any liabilities, costs, claims and expenses resulting from any failure
to pay or any delay in paying any such tax.

       

      
        	
                21.4

              	
                Banks’
      Liabilities for Costs

              


      

       

      If the
Borrower fails to perform any of its obligations under this Clause 21, each
Bank shall, in its Proportion, indemnify each of the Facility Agent and the
Original Mandated Lead Arrangers against any loss incurred by any of them as a
result of such failure.

       

       

      
        	
                22.

              	
                Default
      Interest and Break Costs

              


      

       

      
        	
                22.1

              	
                Default
      Interest Periods

              


      

       

      If any
sum due and payable by the Borrower hereunder is not paid on the due date
therefor in accordance with Clause 25 (Payments), or if any sum due
and payable by the Borrower 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 Borrower 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 

       

      
        
          
          

        

        
          - 49 -

          
            

          

        

        
          
          

        

      

      which
shall (except as otherwise provided in this Clause 22) be selected by the
Facility Agent and shall be of six months or less.

       

      
        	
                22.2

              	
                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, provided that if
such Unpaid Sum relates to an Advance which became due and payable on a day
other than the last day of an Interest Period relating thereto:

       

      
        	 	
                22.2.1

              	
                the
      first Interest Period applicable to such Unpaid Sum shall be of a duration
      equal to the unexpired portion of the current Interest Period relating to
      that Advance; and

              


      

       

      
        	 	
                22.2.2

              	
                the
      percentage rate of interest applicable thereto from time to time during
      such period shall be that which exceeds by one point two five per cent.
      (1.25 per cent.) the rate which would have been applicable to it had it
      not so fallen due.

              


      

       

      
        	
                22.3

              	
                Payment
      of Default Interest

              


      

       

      Any
interest which shall have accrued under Clause 22.2 (Default Interest) in respect
of an Unpaid Sum shall be due and payable and shall be paid by the Borrower on
the last day of each Interest Period in respect thereof or on such other dates
as the Facility Agent may specify by notice to the Borrower.

       

      
        	
                22.4

              	
                Break
      Costs

              


      

       

      If any
Bank or the Facility Agent on its behalf receives or recovers all or any part of
such Bank’s share of an Advance or Unpaid Sum otherwise than on the last day of
an Interest Period relating thereto, the Borrower shall pay to the Facility
Agent within 15 Business Days of demand for account of such Bank an amount equal
to the amount (if any) by which (a) the additional interest (excluding the
Margin) which would have been payable on the amount so received or recovered had
it been received or recovered on the last day of that Interest Period exceeds
(b) the amount of interest which that Bank notifies to the Facility Agent would
have been payable to that Bank on the last day of that Interest Period in
respect of a dollar deposit equal to the amount so received or recovered placed
by it with a prime bank in Singapore for a period starting on the third Business
Day following the date of such receipt or recovery and ending on the last day of
that Interest Period.

       

       

      
        	
                23.

              	
                Borrower’s
      Indemnities

              


      

       

      
        	
                23.1

              	
                Borrower’s
      Indemnity

              


      

       

      The
Borrower undertakes to indemnify:

       

      
        	 	
                23.1.1

              	
                each
      Finance Party against any cost, claim, loss, expense (including legal
      fees) or liability together with any GST thereon, which it may sustain or
      incur as a consequence of the occurrence of any Event of Default or any
      default by the Borrower in the performance of any of the obligations
      expressed to be assumed by it in the Finance
  Documents;

              


      

       

      
        
          
          

        

        
          - 50 -

          
            

          

        

        
          
          

        

      

      
        	 	
                23.1.2

              	
                each
      Bank against any cost or loss it may suffer under Clause 21.4 (Banks’ Liabilities for
      Costs) or Clause 29.5 (Indemnification);
      and

              


      

       

      
        	 	
                23.1.3

              	
                each
      Bank against any cost or loss it may suffer or incur as a result of its
      funding or making arrangements to fund its portion of an Advance requested
      by the Borrower but not made by reason of the operation of Clause 3 (Utilisation of the
      Facility).

              


      

       

      
        	
                23.2

              	
                Currency
      Indemnity

              


      

       

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

       

      
        	 	
                23.2.1

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

              


      

       

      
        	 	
                23.2.2

              	
                obtaining
      or enforcing an order, judgment in any court or other
      tribunal,

              


      

       

      the
Borrower shall indemnify each person to whom such Sum is due from and against
any loss suffered or incurred as a result of any discrepancy between (a) the
rate of exchange used for such purpose to convert such Sum from the First
Currency into the Second Currency and (b) the rate or rates of exchange
available to such person at the time of receipt of such Sum.

       

       

      
        	
                24.

              	
                Currency
      of Account and Payment

              


      

       

      The
dollar is the currency of account and payment for each and every sum at any time
due from the Borrower hereunder, provided that:

       

      
        	 	
                24.1.1

              	
                each
      payment in respect of costs and expenses shall be made in the currency in
      which the same were incurred; 

              


      

       

      
        	 	
                24.1.2

              	
                each
      payment pursuant to Clause 10.2 (Tax Indemnity),
      Clause 12.1 (Increased Costs) or
      Clause 23.1 (Borrower's
      Indemnity) shall be made in the currency specified by the party
      claiming thereunder; and

              


      

       

      
        	 	
                24.1.3

              	
                any
      amount expressed to be payable in a currency other than US dollars shall
      be paid in that other currency.

              


      

       

       

      
        	
                25.

              	
                Payments

              


      

       

      
        	
                25.1

              	
                Payments
      to the Facility Agent

              


      

       

      On each
date on which this Agreement requires an amount to be paid by the Borrower or a
Bank, the Borrower or, as the case may be, such Bank shall make the same
available to the Facility Agent for value on the due date at such time and in
such funds and to such account with such bank as the Facility Agent shall
specify from time to time.

       

      
        	
                25.2

              	
                Payments
      by the Facility Agent

              


      

       

      
        	 	
                25.2.1

              	
                Save
      as otherwise provided herein, each payment received by the Facility Agent
      pursuant to Clause 25.1 (Payments to the
      Facility Agent)
      shall:

              


      

       

      
        
          
          

        

        
          - 51 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (a)

              	
                in
      the case of a payment received for the account of the Borrower, be made
      available by the Facility Agent to the Borrower by
      application:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                first,
      in or towards payment the same day of any amount then due from the
      Borrower hereunder to the person (acting in the same capacity) from whom
      the amount was so
received; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                secondly,
      in or towards payment the same day to the account of the Borrower with
      such bank in Singapore as the Borrower shall have previously notified to
      the Facility Agent for this
purpose; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      the case of any other payment, be made available by the Facility Agent to
      the person entitled to receive such payment in accordance with this
      Agreement (in the case of a Bank, for the account of the Facility Office
      and in accordance with its Standing Payment Instruction) for value the
      same day by transfer to such account of such person with such bank as such
      person shall have previously notified to the Facility
    Agent.

              


      

       

      
        	 	
                25.2.2

              	
                A
      payment will be deemed to have been made by the Facility Agent on the date
      on which it is required to be made under this Agreement if the Facility
      Agent has, on or before that date, taken steps to make that payment in
      accordance with the regulations or operating procedures of the clearing or
      settlement system used by the Facility Agent in order to make the
      payment.

              


      

       

      
        	
                25.3

              	
                No
      Set-off

              


      

       

      All
payments required to be made by the Borrower 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.

       

      
        	
                25.4

              	
                Clawback

              


      

       

      Where a
sum is to be paid hereunder to the Facility Agent for account of another person,
the Facility Agent shall not be obliged to make the same available to that other
person until it has been able to establish to its satisfaction that it has
actually received such sum, but if it does so and it proves to be the case that
it had not actually received such sum, then the person to whom such sum was so
made available shall on request refund the same to the Facility Agent together
with an amount sufficient to indemnify the Facility Agent against any cost or
loss it may have suffered or incurred by reason of its having paid out such sum
prior to its having received such sum.

       

      
        	
                25.5

              	
                Partial
      Payments

              


      

       

      If and
whenever a payment is made by the Borrower hereunder, the Facility Agent may
apply the amount received towards the obligations of the Borrower under this
Agreement in the following order:

       

      
        	 	
                25.5.1

              	
                first, in or towards
      payment of any unpaid costs and expenses of each of the Facility Agent,
      the Original Mandated Lead Arrangers and the Security
    Trustee;

              


      

       

      
        	 	
                25.5.2

              	
                secondly, in or towards
      payment pro rata
      of any accrued interest due but
unpaid;

              


      

       

      
        	 	
                25.5.3

              	
                thirdly, in or towards
      payment pro rata
      of any principal due but unpaid;
and

              


      

       

      
        
          
          

        

        
          - 52 -

          
            

          

        

        
          
          

        

      

      
        	 	
                25.5.4

              	
                fourthly, in or towards
      payment pro rata
      of any other sum due but unpaid.

              


      

       

      
        	
                25.6

              	
                Variation
      of Partial Payments

              


      

       

      The order
of payments set out in Clause 25.5 (Partial Payments) shall
override any appropriation made by the Borrower but the order set out in
sub-clauses 25.5.2, 25.5.3 and 25.5.4 of Clause 25.5 (Partial Payments) may be
varied if agreed by all the Banks.

       

      
        	
                25.7

              	
                Business
      Days

              


      

       

      
        	 	
                25.7.1

              	
                Any
      payment which is due to be made on a day that is not a Business Day shall
      unless a contrary indication appears be made on the next Business Day in
      the same calendar month (if there is one) or the preceding Business Day
      (if there is not).

              


      

       

      
        	 	
                25.7.2

              	
                During
      any extension of the due date for payment of any principal or an Unpaid
      Sum under this Agreement as a result of the operation of sub-clause 25.7.1
      interest is payable on the principal at the rate payable on the original
      due date.

              


      

       

       

      
        	
                26.

              	
                Set-Off

              


      

       

      
        	
                26.1

              	
                Contractual
      Set-off

              


      

       

      The
Borrower authorises each Bank to apply any credit balance to which the Borrower
is entitled on any account of the Borrower with such Bank in satisfaction of any
sum due and payable from the Borrower 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.

       

      
        	
                26.2

              	
                Set-off
      not Mandatory

              


      

       

      No Bank
shall be obliged to exercise any right given to it by Clause 26.1 (Contractual Set-off) but
shall immediately following the exercise of such right, notify the
Borrower.

       

       

      
        	
                27.

              	
                Sharing

              


      

       

      
        	
                27.1

              	
                Payments
      to Banks

              


      

       

      If a Bank
(a “Recovering Bank”)
applies any receipt or recovery from the Borrower to a payment due under this
Agreement and such amount is received or recovered other than in accordance with
Clause 25 (Payments),
then such Recovering Bank shall:

       

      
        	 	
                27.1.1

              	
                notify
      the Facility Agent of such receipt or
recovery;

              


      

       

      
        	 	
                27.1.2

              	
                at
      the request of the Facility Agent, promptly pay to the Facility Agent an
      amount (the “Sharing
      Payment”) equal to such receipt or recovery less any amount which
      the Facility Agent determines may be retained by such Recovering Bank as
      its share of any payment to be made in accordance with Clause 25.5 (Partial
      Payments).

              


      

       

      
        
          
          

        

        
          - 53 -

          
            

          

        

        
          
          

        

      

      
        	
                27.2

              	
                Redistribution
      of Payments

              


      

       

      The
Facility Agent shall treat the Sharing Payment as if it had been paid by the
Borrower and distribute it between the Finance Parties (other than the
Recovering Bank) in accordance with Clause 25.5 (Partial
Payments).

       

      
        	
                27.3

              	
                Recovering
      Bank’s Rights

              


      

       

      The
Recovering Bank will be subrogated into the rights of the parties which have
shared in a redistribution pursuant to Clause 27.2 (Redistribution of Payments)
in respect of the Sharing Payment (and the Borrower shall be liable to
the Recovering Bank in an amount equal to the Sharing Payment).

       

      
        	
                27.4

              	
                Repayable
      Recoveries

              


      

       

      If any
part of the Sharing Payment received or recovered by a Recovering Bank becomes
repayable and is repaid by such Recovering Bank, then:

       

      
        	 	
                27.4.1

              	
                each
      party which has received a share of such Sharing Payment pursuant to
      Clause 27.2 (Redistribution of
      Payments) shall, upon request of the Facility Agent, pay to the
      Facility Agent for account of such Recovering Bank an amount equal to its
      share of such Sharing
Payment; and

              


      

       

      
        	 	
                27.4.2

              	
                such
      Recovering Bank’s rights of subrogation in respect of any reimbursement
      shall be cancelled and the Borrower will be liable to the reimbursing
      party for the amount so reimbursed.

              


      

       

      
        	
                27.5

              	
                Exception

              


      

       

      This
Clause 27 shall not apply if the Recovering Bank would not, after making any
payment pursuant hereto, have a valid and enforceable claim against the
Borrower.

       

      
        	
                27.6

              	
                Recoveries
      Through Legal Proceedings

              


      

       

      If any
Bank intends to commence any action in any court under this Agreement it shall
give prior notice to the Facility Agent and the other Banks.  If any
Bank shall commence any action in any court to enforce its rights hereunder and,
as a result thereof or in connection therewith, receives any amount, then such
Bank shall not be required to share any portion of such amount with any Bank
which has the legal right to, but does not, join in such action or commence and
diligently prosecute a separate action to enforce its rights in another
court.

       

      
        	
                27.7

              	
                Authorised
      Investments

              


      

       

      Each Bank
agrees that if it exercises any right of set-off in respect of any Authorised
Investments held by or placed with it, the proceeds thereof will firstly be
applied towards payments due under this Agreement.

       

       

      
        	
                28.

              	
                Accounts

              


      

       

      
        	
                28.1

              	
                Opening
      of Accounts

              


      

       

      The
Borrower shall establish and maintain the Operating Accounts and the Debt
Service Deposit Accounts.

       

      
        
          
          

        

        
          - 54 -

          
            

          

        

        
          
          

        

      

      
        	
                28.2

              	
                Deposits
      into Operating Accounts

              


      

       

      The
Borrower shall ensure that:

       

      
        	 	
                28.2.1

              	
                the
      gross sale proceeds derived from the sale of its products or the proceeds
      of any bank discounting of the
same;

              


      

       

      
        	 	
                28.2.2

              	
                any
      interest or income received from any Authorised
    Investments;

              


      

       

      
        	 	
                28.2.3

              	
                all
      amounts paid to it under any completion guarantee, performance bond,
      advance payment guarantee or any retention monies or liquidated
      damages;

              


      

       

      
        	 	
                28.2.4

              	
                subject
      to the terms of the Insurance Assignment, all amounts paid to it under
      insurance policies held by it; and

              


      

       

      
        	 	
                28.2.5

              	
                all
      other amounts paid to it,

              


      

       

      are
credited in full to the Operating Accounts except in respect of the amount of
the proceeds of the first Advance(s) made hereunder or any part thereof which
are to be utilised (i) to repay the amounts due to the Existing Lenders under
the Existing Credit Agreement (which shall be paid directly to CIBSL for the
account of the Existing Lenders) and/or (ii) (concurrently with or after the
discharge of all amounts due to the Existing Lenders under the Existing Credit
Agreement) to be deposited into either or both of the Debt Service Deposit
Accounts for the purpose of complying with the Borrower's obligations under
Clause 28.7 (Debt Service
Deposit Accounts).

       

      
        	
                28.3

              	
                Withdrawals
      from Operating Accounts

              


      

       

      Prior to
the occurrence of an Event of Default which is continuing the Borrower may
withdraw the following amounts from the Operating Accounts:

       

      
        	 	
                28.3.1

              	
                amounts
      to make Authorised Investments;

              


      

       

      
        	 	
                28.3.2

              	
                insurance
      proceeds withdrawn in accordance with the Insurance Assignment;
      and

              


      

       

      
        	 	
                28.3.3

              	
                amounts
      withdrawn which are to be applied in accordance with the cashflow
      application set out in Clause 28.4 (Cashflow
      Application).

              


      

       

      Subject
to Clause 28.6 (Cashflow After
Default), the Borrower shall make no withdrawals from the Operating
Accounts while an Event of Default is continuing, during which time only the
Facility Agent shall be entitled to (and is hereby irrevocably authorised to)
make such withdrawals for application to such amounts in such priority as it may
determine in accordance with any instructions given to it by the Instructing
Group.

       

      
        	
                28.4

              	
                Cashflow
      Application

              


      

       

      Amounts
standing to the credit of the Operating Accounts and withdrawn by the Borrower
pursuant to sub-clause 28.3.3 of Clause 28.3 (Withdrawals) shall be applied
in the following manner and priority:

       

      
        	 	
                28.4.1

              	
                to
      all operating expenditure, all Permitted Financial Indebtedness (for
      avoidance of doubt, including all scheduled principal repayment, interest
      and fee payments due under this Agreement and all scheduled payments of
      the principal and interest element of any Asset Based Financing) and (to
      the extent properly incurred) any taxes and
  royalties;

              


      

       

      
        
          
          

        

        
          - 55 -

          
            

          

        

        
          
          

        

      

      
        	 	
                28.4.2

              	
                to
      fund the Debt Service Deposit Accounts in accordance with the requirements
      of Clause 28.7 (Debt
      Service Deposit Accounts);

              


      

       

      
        	 	
                28.4.3

              	
                to
      all other amounts for which the Borrower is liable and which are due under
      the Finance Documents;

              


      

       

      
        	 	
                28.4.4

              	
                to
      any Approved Capital Expenditure properly incurred and falling due;
      and

              


      

       

      
        	 	
                28.4.5

              	
                to
      amounts of Advances which the Borrower has requested be voluntarily
      prepaid under this Agreement.

              


      

       

      
        	
                28.5

              	
                Authorised
      Investments

              


      

       

      Amounts
credited to the Operating Accounts may be invested in Authorised
Investments.

       

      
        	
                28.6

              	
                Cashflow
      After Default

              


      

       

      Following
the occurrence of an Event of Default, for so long as such Event of Default is
continuing, subject to the Banks not having accelerated the payment of all or
any part of the Advances due under this Agreement and/or enforced their
security, the Borrower shall, save as otherwise agreed by the Instructing Group,
only be entitled to make withdrawals from the Operating Accounts
for:

       

      
        	 	
                28.6.1

              	
                paying
      amounts due hereunder; and

              


      

       

      
        	 	
                28.6.2

              	
                other
      withdrawals up to a maximum aggregate amount of US$20,000,000 (or such
      higher amount as may be agreed from time to time by the Instructing Group)
      or its equivalent which are required for paying on-going operating
      expenses which are necessary in order to keep the Plant in operation or
      which the Borrower is required by statute to
  make,

              


      

       

      provided that within 21 days
from the date on which the Facility Agent was notified of the Event of Default
the Banks shall, if at the time of such notification, such Event of Default is
still continuing, notify the Borrower, through the Facility Agent, as to
whether:

       

      
        	 	
                28.6.3

              	
                they
      intend to accelerate the payment of all or any part of the Advances due
      hereunder; or

              


      

       

      
        	 	
                28.6.4

              	
                they
      have agreed to waive such an Event of
Default,

              


      

       

      and
failing any such notification within such 21 day period the Borrower may
continue to make withdrawals in accordance with the provisions of Clause
28.4 (Cashflow
Application).

       

      
        	
                28.7

              	
                Debt
      Service Deposit Accounts

              


      

       

      
        	 	
                28.7.1

              	
                The
      Borrower shall:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                have,
      as at 27 March 2009, an amount equal to no less than US$30,000,000
      deposited in either or both the Debt Service Deposit Accounts;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                have,
      as at 27 September 2009, an amount equal to no less than US$60,000,000
      deposited in either or both the Debt Service Deposit
    Accounts.

              


      

       

      
        
          
          

        

        
          - 56 -

          
            

          

        

        
          
          

        

      

      
        	 	
                28.7.2

              	
                The
      Borrower shall make no withdrawals from either Debt Service Deposit
      Account save that, without prejudice to the security constituted by the
      Borrower Accounts Assignment, (i) the Borrower may withdraw interest which
      has accrued on the Debt Service Deposit Accounts (provided that after such
      withdrawal, the amount standing to the credit of the Debt Service Deposit
      Accounts is more than or equal to (A) US$30,000,000, at any time prior to
      27 September 2009 or (B) US$60,000,000, at any time on or after 27
      September 2009) and (ii) the Security Trustee may (and is hereby
      authorised to) withdraw sums from each Debt Service Deposit Account for
      the purposes contemplated by sub-paragraph (b) of Clause 19.1 (Failure to
      Pay).

              


      

       

       

      
        	
                29.

              	
                The
      Facility Agent, The Original Mandated Lead Arrangers and The
      Banks

              


      

       

      
        	
                29.1

              	
                Appointment
      of the Facility Agent

              


      

       

      Each of
the Original Mandated Lead Arrangers and the Banks hereby appoints the Facility
Agent to act as its agent in connection herewith and authorises the Facility
Agent to exercise such rights, powers, authorities and discretions as are
specifically delegated to the Facility Agent by the terms hereof together with
all such rights, powers, authorities and discretions as are reasonably
incidental thereto.

       

      
        	
                29.2

              	
                Facility
      Agent’s Discretions

              


      

       

      The
Facility Agent may:

       

      
        	 	
                29.2.1

              	
                assume,
      unless it has, in its capacity as agent for the Banks, received notice to
      the contrary from any other party hereto, that (a) any representation made
      or deemed to be made by the Borrower in connection with the Finance
      Documents is true, (b) no Event of Default or Potential Event of Default
      has occurred, (c) the Borrower is not in breach of or default under its
      obligations under the Finance Documents to which it is party and (d) any
      right, power, authority or discretion vested herein upon the Instructing
      Group, the Banks or any other person or group of persons has not been
      exercised;

              


      

       

      
        	 	
                29.2.2

              	
                assume
      that (a) the Facility Office of each Bank is that notified to it by such
      Bank in writing and (b) the information provided by each Bank pursuant to
      Clause 33 (Notices) is true and
      correct in all respects until it has received from such Bank notice of a
      change to its Facility Office (by not less than five Business Day’ written
      notice) or any such information and act upon any such notice until the
      same is superseded by a further such
notice;

              


      

       

      
        	 	
                29.2.3

              	
                act
      through its personnel and agents and may engage and pay for the advice or
      services of any lawyers, accountants, surveyors or other experts whose
      advice or services may to it seem necessary, expedient or desirable and
      rely upon any advice so obtained;

              


      

       

      
        	 	
                29.2.4

              	
                rely
      as to any matters of fact which might reasonably be expected to be within
      the knowledge of the Borrower upon a certificate signed by or on behalf of
      the Borrower;

              


      

       

      
        	 	
                29.2.5

              	
                rely
      upon any communication or document believed by it to be
      genuine;

              


      

       

      
        
          
          

        

        
          - 57 -

          
            

          

        

        
          
          

        

      

      
        	 	
                29.2.6

              	
                refrain
      from exercising any right, power or discretion vested in it as Facility
      Agent hereunder unless and until instructed by the Instructing Group as to
      whether or not such right, power or discretion is to be exercised and, if
      it is to be exercised, as to the manner in which it should be
      exercised; and

              


      

       

      
        	 	
                29.2.7

              	
                refrain
      from acting in accordance with any instructions of the Instructing Group
      to begin any legal action or proceeding arising out of or in connection
      with this Agreement until it shall have received such security as it may
      require (whether by way of payment in advance or otherwise) for all costs,
      claims, losses, expenses (including legal fees) and liabilities together
      with any GST thereon which it will or may expend or incur in complying
      with such instructions.

              


      

       

      
        	
                29.3

              	
                Facility
      Agent’s Obligations

              


      

       

      The
Facility Agent shall:

       

      
        	 	
                29.3.1

              	
                promptly
      inform each Bank of the contents of any notice or document received by it
      in its capacity as Facility Agent from the Borrower under the Finance
      Documents;

              


      

       

      
        	 	
                29.3.2

              	
                promptly
      notify each Bank of the occurrence of any Event of Default, any Potential
      Event of Default or any default by the Borrower in the due performance of
      or compliance with its obligations under the Finance Documents to which it
      is party of which the Facility Agent has notice from any other party
      hereto;

              


      

       

      
        	 	
                29.3.3

              	
                save
      as otherwise provided herein, act as agent hereunder in accordance with
      any instructions given to it by the Instructing Group, which instructions
      shall be binding on the Original Mandated Lead Arrangers and the Banks;
      and

              


      

       

      
        	 	
                29.3.4

              	
                if
      so instructed by the Instructing Group, refrain from exercising any right,
      power or discretion vested in it as agent
  hereunder.

              


      

       

      The
Facility Agent’s duties under the Finance Documents are solely mechanical and
administrative in nature.

       

      
        	
                29.4

              	
                Excluded
      Obligations

              


      

       

      Notwithstanding
anything to the contrary expressed or implied herein, neither the Facility
Agent, the Security Trustee nor any of the Original Mandated Lead Arrangers
shall:

       

      
        	 	
                29.4.1

              	
                be
      bound to enquire as to (a) whether or not any representation made or
      deemed to be made by the Borrower in connection with the Finance Documents
      is true, (b) the occurrence or otherwise of any Event of Default or
      Potential Event of Default, (c) the performance by the Borrower of its
      obligations under the Finance Documents or (d) any breach of or default by
      the Borrower of or under its obligations under the Finance
      Documents;

              


      

       

      
        	 	
                29.4.2

              	
                be
      bound to account to any Bank for any sum or the profit element of any sum
      received by it for its own account;

              


      

       

      
        	 	
                29.4.3

              	
                be
      bound to disclose to any other person any information relating to the
      Borrower if (a) the Borrower, on providing such information, expressly
      stated to the Facility Agent, the Security Trustee or, as the case may be,
      the Original Mandated Lead Arrangers that such information was
      confidential or (b) such disclosure would or


              


      

       

      
        
          
          

        

        
          - 58 -

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                might
      in its opinion constitute a breach of any law or be otherwise actionable
      at the suit of any person;

              


      

       

      
        	 	
                29.4.4

              	
                be
      under any obligations other than those for which express provision is made
      herein;

              


      

       

      
        	 	
                29.4.5

              	
                unless
      mandatorily required by the law to which it is subject, be responsible (to
      any other Finance Party) for providing any certification or documents with
      respect to information (except that in respect of itself) required for any
      anti-money laundering due diligence purpose pursuant to any relevant law.
      Such certificates and related documents (if required by the relevant laws)
      shall be provided directly by the Borrower provided that the request for
      such information may be made through the Facility Agent;
  or

              


      

       

      
        	 	
                29.4.6

              	
                be
      or be deemed to be a fiduciary for any other party
  hereto.

              


      

       

      
        	
                29.5

              	
                Indemnification

              


      

       

      Each Bank
shall, in its Proportion, from time to time on demand by the Facility Agent,
indemnify the Facility Agent, against any and all costs, claims, losses,
expenses (including legal fees) and liabilities together with any GST thereon
which the Facility Agent may incur, otherwise than by reason of its own gross
negligence or wilful misconduct, in acting in its capacity as agent hereunder
and any fees payable to the Facility Agent under Clause 20.3 (Agency fee) (other than any
which have been reimbursed by the Borrower pursuant to Clause 23.1 (Borrower’s Indemnity) or
otherwise paid by the Borrower).

       

      
        	
                29.6

              	
                Exclusion
      of Liabilities

              


      

       

      
        	 	
                29.6.1

              	
                Except
      in the case of gross negligence or wilful default, none of the Facility
      Agent or the Original Mandated Lead Arrangers accepts any
      responsibility:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                for
      the adequacy, accuracy and/or completeness of the Information Memorandum
      or any other/any information supplied by the Facility Agent or the
      Original Mandated Lead Arrangers, the Borrower or by any other person in
      connection with the Finance Documents, the transactions therein
      contemplated or any other agreement, arrangement or document entered into,
      made or executed in anticipation of, pursuant to or in connection with the
      Finance Documents;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                for
      the legality, validity, effectiveness, adequacy or enforceability of the
      Finance Documents or any other agreement, arrangement or document entered
      into, made or executed in anticipation of, pursuant to or in connection
      with the Finance Documents; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                for
      the exercise of, or the failure to exercise, any judgment, discretion or
      power given to any of them by or in connection with the Finance Documents
      or any other agreement, arrangement or document entered into, made or
      executed in anticipation of, pursuant to or in connection with the Finance
      Documents.

              


      

       

      Accordingly,
none of the Facility Agent or the Original Mandated Lead Arrangers shall be
under any liability in respect of such matters, save in the case of gross
negligence or wilful misconduct.

       

      
        
          
          

        

        
          - 59 -

          
            

          

        

        
          
          

        

      

      
        	 	
                29.6.2

              	
                Nothing
      in this Agreement shall oblige the Facility Agent or the Original Mandated
      Lead Arrangers to carry out any “know your customer”, anti-money
      laundering or other checks in relation to any person on behalf of any Bank
      and each Bank confirms to each of the Facility Agent or the Original
      Mandated Lead Arrangers that it is solely responsible for any such checks
      it is required to carry out and that it may not rely on any such checks
      made by, or any statement in relation to such checks made by the Facility
      Agent or the Original Mandated Lead
Arrangers.

              


      

       

      
        	
                29.7

              	
                No
      Actions

              


      

       

      Each of
the Banks agrees that it will not assert or seek to assert against any director,
officer or employee of the Facility Agent or the Original Mandated Lead
Arrangers or any claim it might have against any of them in respect of the
matters referred to in Clause 29.6 (Exclusion of
Liabilities).

       

      
        	
                29.8

              	
                Business
      with the Borrower

              


      

       

      The
Facility Agent, each of the Original Mandated Lead Arrangers and each of the
Banks may accept deposits from, lend money to and generally engage in any kind
of banking or other business with the Borrower.

       

      
        	
                29.9

              	
                Resignation

              


      

       

      The
Facility Agent may resign its appointment hereunder at any time without
assigning any reason therefor by giving not less than 30 days’ prior notice to
that effect to each of the other parties hereto, provided that no such
resignation shall be effective until a successor for the Facility Agent is
appointed in accordance with the succeeding provisions of this Clause
29.

       

      
        	
                29.10

              	
                Removal
      of Facility Agent

              


      

       

      The
Instructing Group may remove the Facility Agent from its role as agent hereunder
by giving notice to that effect to each of the other parties
hereto.  Such removal shall take effect only when a successor to the
Facility Agent is appointed in accordance with the terms hereof.

       

      
        	
                29.11

              	
                Successor
      Facility Agent

              


      

       

      If the
Facility Agent gives notice of its resignation pursuant to Clause 29.9
(Resignation) or it is
removed pursuant to Clause 29.10 (Removal of Facility Agent), then any reputable
and experienced bank or other financial institution which is a Bank may after
consultation with the Borrower be appointed as a successor to the Facility Agent
by the Instructing Group during the period of such notice but, if no such
successor is so appointed, the Facility Agent may appoint such a successor
itself (which successor must be a Bank).

       

      
        	
                29.12

              	
                Rights
      and Obligations

              


      

       

      If a
successor to the Facility Agent is appointed under the provisions of
Clause 29.11 (Successor
Facility Agent),
then (a) the retiring or departing Facility Agent shall be discharged from
any further obligation hereunder but shall remain entitled to the benefit of the
provisions of this Clause 29 and (b) its successor and each of the
other parties hereto shall have the same rights and obligations amongst
themselves as they would have had if such successor had been a party
hereto.

       

      
        
          
          

        

        
          - 60 -

          
            

          

        

        
          
          

        

      

      
        	
                29.13

              	
                Own
      Responsibility

              


      

       

      It is
understood and agreed by each Bank that at all times it has itself been, and
will continue to be, solely responsible for making its own independent appraisal
of and investigation into all risks arising under or in connection with the
Finance Documents including, but not limited to:

       

      
        	 	
                29.13.1

              	
                the
      financial condition, creditworthiness, condition, affairs, status and
      nature of the Borrower;

              


      

       

      
        	 	
                29.13.2

              	
                the
      legality, validity, effectiveness, adequacy and enforceability of the
      Finance Documents and any other agreement, arrangement or document entered
      into, made or executed in anticipation of, pursuant to or in connection
      with the Finance Documents;

              


      

       

      
        	 	
                29.13.3

              	
                whether
      such Bank has recourse, and the nature and extent of that recourse,
      against the Borrower or any other person or any of their respective assets
      under or in connection with the Finance Documents, the transactions
      therein contemplated or any other agreement, arrangement or document
      entered into, made or executed in anticipation of, pursuant to or in
      connection with the Finance Documents;
and

              


      

       

      
        	 	
                29.13.4

              	
                the
      adequacy, accuracy and/or completeness of the Information Memorandum and
      any other information provided by the Facility Agent, the Original
      Mandated Lead Arrangers, the Borrower or by any other person in connection
      with the Finance Documents, the transactions contemplated therein or any
      other agreement, arrangement or document entered into, made or executed in
      anticipation of, pursuant to or in connection with the Finance
      Documents.

              


      

       

      Accordingly,
each Bank acknowledges to the Facility Agent and the Original Mandated Lead
Arrangers that it has not relied on and will not hereafter rely on the Facility
Agent and the Original Mandated Lead Arrangers or any of them in respect of any
of these matters.

       

      
        	
                29.14

              	
                Money
      Laundering

              


      

       

      Unless
mandatorily required by any applicable laws, the Facility Agent shall
not be responsible (to any other party) for providing any certification
or documents with respect to information (except that in respect of itself)
required for any anti-money laundering due diligence purposes. Such certificates
and related documents shall be provided directly by the Borrower and other
Obligors, provided that
the request for such information may be made through
the Facility Agent. 

       

      
        	
                29.15

              	
                Agency
      Division Separate

              


      

       

      In acting
as agent hereunder for the Banks, the Facility Agent shall be regarded as acting
through its agency division which shall be treated as a separate entity from any
other of its divisions or departments and, notwithstanding the foregoing
provisions of this Clause 29, any information received by some other
division or department of the Facility Agent may be treated as confidential and
shall not be regarded as having been given to the Facility Agent’s agency
division.

       

       

      
        
          
          

        

        
          - 61 -

          
            

          

        

        
          
          

        

      

      
        	
                30.

              	
                Assignments
      and Transfers

              


      

       

      
        	
                30.1

              	
                Binding
      Agreement

              


      

       

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

       

      
        	
                30.2

              	
                No
      Assignments and Transfers by the
Borrower

              


      

       

      The
Borrower shall not be entitled to assign or transfer all or any of its rights,
benefits and obligations under the Finance Documents.

       

      
        	
                30.3

              	
                Assignments
      and Transfers by Banks

              


      

       

      With the
prior written consent of the Borrower (not to be unreasonably withheld or
delayed) and subject to Clause 30.7 (Disclosure of Information),
any Bank may at its own cost and expense (but without prejudice to sub-clause
30.3.1 below), at any time, assign all or any of its rights and benefits under
the Finance Documents or transfer in accordance with Clause 30.5 (Transfers by Banks) all or
any of its rights, benefits and obligations under the Finance Documents to a
bank or financial institution or to Micron, provided that:

       

      
        	 	
                30.3.1

              	
                if
      any such assignment or transfer would at the time it is made result in an
      obligation on the part of the Borrower to pay under Clause 10 (Taxes) or Clause 12
      (Increased Costs)
      an amount in excess of that it would have been obliged to pay but for such
      assignment or transfer, the Borrower shall not be obliged to pay such
      excess amount, unless such assignment or transfer was made pursuant to
      Clause 14 (Mitigation);

              


      

       

      
        	 	
                30.3.2

              	
                the
      consent of the Borrower shall not be required if an Event of Default has
      occurred and is continuing at the time such assignment or transfer is
      proposed to be made;

              


      

       

      
        	 	
                30.3.3

              	
                the
      consent of the Borrower shall not be required if such assignment or
      transfer is made to a bank or financial institution which has merged with
      or acquired a Bank or is the successor of a Bank or is an affiliate of a
      Bank (subject to the restrictions upon the obligation of the Borrower to
      pay under Clause 10 (Taxes) or Clause 12
      (Increased Costs)
      amounts in excess of that which it would have been obliged to pay but for
      such assignment or transfer, as referred to in sub-clause 30.3.1 above);
      and

              


      

       

      
        	 	
                30.3.4

              	
                no
      such assignment or transfer may be made to Micron if immediately following
      such assignment or transfer, Micron would be owed more than thirty three
      and one-third per cent. of the Loan, unless immediately following such
      assignment or transfer, Micron would be owed 100 per cent. of the
      Loan.

              


      

       

      
        	
                30.4

              	
                Assignments
      by Banks

              


      

       

      If any
Bank assigns all or any of its rights and benefits under the Finance Documents
in accordance with Clause 30.3 (Assignments and Transfers by
Banks), then, unless and until the assignee has delivered a notice to the
Facility Agent confirming in favour of the Facility Agent, the Original Mandated
Lead Arrangers, the Security Trustee and the other Banks that it shall be under
the same obligations towards each of them as it would have been under if it had
been an original party hereto as a Bank (whereupon such assignee 

       

      
        
          
          

        

        
          - 62 -

          
            

          

        

        
          
          

        

      

      shall
become a party hereto as a “Bank”), the Facility Agent, the Original Mandated
Lead Arrangers, the Security Trustee and the other Banks shall not be obliged to
recognise such assignee as having the rights against each of them which it would
have had if it had been such a party hereto.

       

      
        	
                30.5

              	
                Transfers
      by Banks

              


      

       

      If any
Bank wishes to transfer all or any of its rights, benefits and/or obligations
under the Finance Documents as contemplated in Clause 30.3 (Assignments and Transfers by
Banks), then such transfer may be effected at its own cost and expense
(but without prejudice to sub-clause 30.3.1 of Clause 30.3 (Assignments and Transfers by
Banks)) by the delivery to the Facility Agent of a duly completed
Transfer Certificate executed by such Bank and the relevant Transferee together
with an Accession Undertaking duly executed on behalf of the Transferee in which
event, on the later of the Transfer Date specified in such Transfer Certificate
and the fifth Business Day after (or such earlier Business Day endorsed by the
Facility Agent on such Transfer Certificate falling on or after) the date of
delivery of such Transfer Certificate and Accession Undertaking to the Facility
Agent:

       

      
        	 	
                30.5.1

              	
                the
      Facility Agent and the Security Trustee shall countersign such Accession
      Undertaking;

              


      

       

      
        	 	
                30.5.2

              	
                to
      the extent that in such Transfer Certificate the Bank party thereto seeks
      to transfer by novation its rights, benefits and obligations under the
      Finance Documents, the Borrower and such Bank shall be released from
      further obligations towards one another under the Finance Documents and
      their respective rights against one another shall be cancelled (such
      rights and obligations being referred to in this Clause 30.5 as
      “discharged rights and
      obligations”);

              


      

       

      
        	 	
                30.5.3

              	
                the
      Borrower and the Transferee party thereto shall assume obligations towards
      one another and/or acquire rights against one another which differ from
      such discharged rights and obligations only insofar as the Borrower and
      such Transferee have assumed and/or acquired the same in place of the
      Borrower and such Bank;

              


      

       

      
        	 	
                30.5.4

              	
                the
      Facility Agent, the Original Mandated Lead Arrangers, the Security
      Trustee, such Transferee and the other Banks shall acquire the same rights
      and benefits and assume the same obligations between themselves as they
      would have acquired and assumed had such Transferee been an original party
      hereto as a Bank with the rights, benefits and/or obligations acquired or
      assumed by it as a result of such transfer and to that extent the Facility
      Agent, the Original Mandated Lead Arrangers, the Security Trustee and the
      relevant Bank shall each be released from further obligations to each
      other hereunder (and, for the avoidance of doubt, such Transferee shall be
      liable to the Facility Agent in respect of any of the accrued and
      undischarged obligations of the transferring Bank under Clause 29.5 (Indemnification));
      and

              


      

       

      
        	 	
                30.5.5

              	
                such
      Transferee shall become a party hereto as a
  “Bank”.

              


      

       

      
        
          
          

        

        
          - 63 -

          
            

          

        

        
          
          

        

      

      
        	
                30.6

              	
                Transfer
      Fees

              


      

       

      On the
date upon which a transfer takes effect pursuant to Clause 30.5 (Transfers by Banks) the
relevant Transferee shall pay to the Facility Agent, for its own account, a fee
of US$1,000 and to the Security Trustee, for its own account, a fee
of US$1,000.

       

      
        	
                30.7

              	
                Disclosure
      of Information

              


      

       

      Each
Finance Party 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 Finance Party may disclose to any
person:

       

      
        	 	
                30.7.1

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

              


      

       

      
        	 	
                30.7.2

              	
                with
      whom such Finance Party 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 or the
      Borrower;

              


      

       

      
        	 	
                30.7.3

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

              


      

       

      
        	 	
                30.7.4

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

              


      

       

      
        	 	
                30.7.5

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

              


      

       

      
        	 	
                30.7.6

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

              


      

       

      
        	 	
                30.7.7

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

              


      

       

      such
information about the Borrower and the Finance Documents as such Finance Party
shall consider appropriate, provided that if such
disclosure is pursuant to sub-clauses 30.7.1 or 30.7.2 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
30.7.4, the person to whom it is proposed such information be given shall,
except in the case of professional advisers, have subsisting a 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
30.7 is not and shall not be deemed to constitute an express or implied
agreement by the Finance Parties with the Borrower 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.

       

      
        	
                30.8

              	
                Notification

              


      

       

      The
Facility Agent shall promptly notify the Borrower of any assignment or transfer
completed pursuant to this Clause 30 (Assignments and
Transfers).

       

      
        
          
          

        

        
          - 64 -

          
            

          

        

        
          
          

        

      

      
        	
                30.9

              	
                Change
      of Name

              


      

       

      If a Bank
changes its name, then it shall, at its own cost and within seven Business Days,
provide the Facility Agent with an original or certified true copy of a legal
opinion issued by the legal advisers to such Bank in the jurisdiction where such
Bank is incorporated addressed to the Facility Agent (as agent for the Banks),
which is in form and substance satisfactory to the Facility Agent, confirming
that (a) such Bank has changed its name, (b) the new name of such Bank, (c) the
date from which such change has taken effect and (d) such Bank's obligations
under the Finance Documents remain legal, valid, binding and enforceable on such
Bank after its change of name.  If such Bank fails to provide the
Facility Agent with such legal opinion, it shall, upon the request of the
Facility Agent, sign and deliver to the Facility Agent a Transfer Certificate in
respect of the transfer of its rights and obligations under this Agreement to
the entity with such new name.

       

      
        	
                30.10

              	
                Re-organisation

              


      

       

      If a Bank
becomes subject to a re-organisation, such Bank shall, at its own costs and
within seven Business Days after the effective date of such re-organisation,
deliver to the Facility Agent an original or certified true copy of legal
opinions, each in form and substance satisfactory to the Facility Agent,
addressed to the Facility Agent (as agent for the Banks) and issued by legal
advisers to such Bank in each of the jurisdictions (a) where such Bank is
incorporated, (b) where such Bank's Facility Office is located, and (c) the law
of which governs the Finance Documents, such that all such legal opinions taken
together provide the Facility Agent with confirmation that such Bank's
obligations under the Finance Documents remain legal, valid, binding and
enforceable on the surviving entity of such re-organisation after the
re-organisation.  If such Bank fails to provide the Facility Agent
with such legal opinions, it shall, upon the request of the Facility Agent, sign
and deliver to the Facility Agent a Transfer Certificate in respect of the
transfer of its rights and obligations under this Agreement to the surviving
entity of such re-organisation.

       

       

      
        	
                31.

              	
                Calculations
      and Evidence of Debt

              


      

       

      
        	
                31.1

              	
                Basis
      of Accrual

              


      

       

      Interest,
commitment commission and fees shall accrue from day to day and shall be
calculated on the basis of a year of 360 days (or, in any case where market
practice differs, in accordance with market practice) and the actual number of
days elapsed.

       

      
        	
                31.2

              	
                Quotations

              


      

       

      If on any
occasion a Reference Bank or Bank fails to supply the Facility Agent with a
quotation required of it under the foregoing provisions of this Agreement, the
rate for which such quotation was required shall be determined from those
quotations which are supplied to the Facility Agent, provided that, in relation to
determining SIBOR, this Clause 31.2 shall not apply if only one Reference Bank
supplies a quotation.

       

      
        	
                31.3

              	
                Evidence
      of Debt

              


      

       

      Each Bank
shall maintain in accordance with its usual practice accounts evidencing the
amounts from time to time lent by and owing to it hereunder.

       

      
        
          
          

        

        
          - 65 -

          
            

          

        

        
          
          

        

      

      
        	
                31.4

              	
                Prima
      Facie Evidence

              


      

       

      In any
legal action or proceeding arising out of or in connection with this Agreement,
the entries made in the accounts maintained pursuant to Clause 31.3 (Evidence of Debt) shall, in
the absence of manifest error, be prima facie evidence of the
existence and amounts of the specified obligations of the Borrower.

       

      
        	
                31.5

              	
                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 10.1 (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 10.2 (Tax Indemnity),
Clause 12.1 (Increased
Costs) or Clause 23.1 (Borrower's Indemnity) or (c)
the amount of any credit, relief, remission or repayment as is mentioned in
Clause 11.3 (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 Borrower.

       

       

      
        	
                32.

              	
                Remedies
      and Waivers, Partial Invalidity

              


      

       

      
        	
                32.1

              	
                Remedies
      and Waivers

              


      

       

      No
failure to exercise, nor any delay in exercising, on the part of any Finance
Party, 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 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.

       

      
        	
                32.2

              	
                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.

       

       

      
        	
                33.

              	
                Notices

              


      

       

      
        	
                33.1

              	
                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.

       

      
        	
                33.2

              	
                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 Facility Agent, specified another address or
fax number) be made or delivered to the address or fax number:

       

      
        	 	
                33.2.1

              	
                in
      the case of the Borrower, the Facility Agent and the Security Trustee,
      identified with its name below; and

              


      

       

      
        
          
          

        

        
          - 66 -

          
            

          

        

        
          
          

        

      

      
        	 	
                33.2.2

              	
                in
      the case of each Bank, notified in writing to the Facility Agent prior to
      the date hereof (or, in the case of a Transferee, at the end of the
      Transfer Certificate to which it is a party as
  Transferee),

              


      

       

      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 Agreement.

       

      
        	
                33.3

              	
                Delivery

              


      

       

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

       

      
        	 	
                33.3.1

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

              


      

       

      
        	 	
                33.3.2

              	
                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 Facility Agent 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 Facility Agent’s signature below (or such other department or officer as the
Facility Agent shall from time to time specify for this purpose).

       

      
        	
                33.4

              	
                Notification
      of Changes

              


      

       

      Promptly
upon receipt of notification of a change of address or fax number pursuant to
Clause 33.2 (Addresses) or changing its
own address or fax number the Facility Agent shall notify the other parties
hereto of such change.

       

      
        	
                33.5

              	
                Electronic
      communication

              


      

       

      
        	 	
                33.5.1

              	
                Any
      communication to be made between the Facility Agent and a Bank or the
      Security Trustee under or in connection with the Finance Documents may be
      made by electronic mail or other electronic means, if the Facility Agent
      and the relevant Bank or the Security
Trustee:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                agree
      that, unless and until notified to the contrary, this is to be an agreed
      form of communication;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                notify
      each other in writing of their electronic mail address and/or any other
      information required to enable the sending and receipt of information by
      that means; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                notify
      each other of any change to their address or any other such information
      supplied by them.

              


      

       

      
        	 	
                33.5.2

              	
                The
      electronic mail address of the Facility Agent and each Bank is identified
      with its name below or, in the case of a Transferee, at the end of the
      Transfer Certificate to which it is a party as Transferee), or such other
      electronic mail address notified to by a Bank to the Facility Agent or, as
      the case may be, by the Facility Agent to all the Banks, with five
      Business Days’ prior notice.

              


      

       

      
        
          
          

        

        
          - 67 -

          
            

          

        

        
          
          

        

      

      
        	 	
                33.5.3

              	
                Any
      electronic communication made between the Facility Agent and a Bank or the
      Security Trustee under or in connection with the Finance Documents will be
      effective only when actually received in readable form and in the case of
      any electronic communication made by a Bank or the Security Trustee to the
      Facility Agent only if it is addressed in such a manner as the Facility
      Agent shall specify for this
purpose.

              


      

       

      
        	
                33.6

              	
                English
      Language

              


      

       

      Each
communication and document made or delivered by one party to another pursuant to
this Agreement 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.

       

      
        	
                33.7

              	
                Notices
      to Facility Agent and Security
Trustee

              


      

       

      Without
prejudice to the provisions of this Clause 33, if at any time the Facility Agent
and the Security Trustee are the same person acting out of the same Facility
Office, the Borrower may deliver communications or documents to the Facility
Agent and/or the Security Trustee by delivering such communications or documents
to the Facility Agent and/or the Security Trustee (expressly marked for the
attention of the Facility Agent and the Security Trustee).  If at any
time the Facility Agent and the Security Trustee are not the same person acting
out of the same Facility Office, any communications or documents to the Security
Trustee shall be delivered to the Security Trustee and the Facility Agent
concurrently.

       

       

      
        	
                34.

              	
                Counterparts

              


      

       

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

       

       

      
        	
                35.

              	
                Amendments

              


      

       

      
        	
                35.1

              	
                Amendments

              


      

       

      Subject
to Clause 35.2 (Amendments
Requiring the Consent of all the Banks), if the Facility Agent has the
prior consent of the Instructing Group, the Facility Agent and the Borrower may
from time to time agree in writing to amend this Agreement or to waive,
prospectively or retrospectively, any of the requirements of this Agreement and
any amendments or waivers so agreed shall be binding on all the Finance Parties
and the Borrower, provided
that no such waiver or amendment shall subject any party hereto to any
new or additional obligations without the consent of such party.

       

      
        	
                35.2

              	
                Amendments
      Requiring the Consent of all the
Banks

              


      

       

      An
amendment or waiver which relates to:

       

      
        	 	
                35.2.1

              	
                Clause 27
      (Sharing) or this
      Clause 35;

              


      

       

      
        	 	
                35.2.2

              	
                a
      change in the principal amount of or currency of any Advance or deferral
      of any Repayment Date;

              


      

       

      
        
          
          

        

        
          - 68 -

          
            

          

        

        
          
          

        

      

      
        	 	
                35.2.3

              	
                a
      change in the Margin, the amount or currency of any payment of interest,
      fees or any other amount payable hereunder to any Finance Party or
      deferral of the date for payment
thereof;

              


      

       

      
        	 	
                35.2.4

              	
                Clause 19.1
      (Failure to
      Pay);

              


      

       

      
        	 	
                35.2.5

              	
                the
      release of a Security Document or any amendment, waiver, discharge or
      termination which would prejudice the Banks’ position under the Security
      Documents;

              


      

       

      
        	 	
                35.2.6

              	
                the
      definition of Instructing Group; or

              


      

       

      
        	 	
                35.2.7

              	
                any
      provision which contemplates the need for the consent or approval of all
      the Banks,

              


      

       

      shall not
be made without the prior consent of all the Banks and the
Borrower.

       

      
        	
                35.3

              	
                Exceptions

              


      

       

      Notwithstanding
any other provisions hereof, the Facility Agent shall not be obliged to agree to
any such amendment or waiver if the same would:

       

      
        	 	
                35.3.1

              	
                amend
      or waive this Clause 35, Clause 21 (Costs and Expenses) or
      Clause 29 (The Facility
      Agent, The Original Mandated Lead Arrangers and The Banks);
      or

              


      

       

      
        	 	
                35.3.2

              	
                otherwise
      amend or waive any of the Facility Agent’s rights hereunder or subject the
      Facility Agent, the Original Mandated Lead Arrangers or the Security
      Trustee to any additional obligations hereunder (and any such amendment or
      waiver subjecting any such person to any such additional obligation
      requires such person's written
agreement).

              


      

       

       

      
        	
                36.

              	
                Governing
      Law

              


      

       

      This
Agreement is governed by Singapore law.

       

       

      
        	
                37.

              	
                Jurisdiction

              


      

       

      
        	
                37.1

              	
                Singapore
      Courts

              


      

       

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

       

      
        	
                37.2

              	
                Convenient
      Forum

              


      

       

      The
Borrower waives any objection it might now or hereafter have to the courts
referred to in Clause 37.1 (Singapore Courts) being
nominated to settle Disputes and accordingly, agrees that they will not argue to
the contrary.

       

      
        	
                37.3

              	
                Non-exclusive
      Jurisdiction

              


      

       

      The
submission to the jurisdiction of the courts referred to in Clause 37.1 shall
not (and shall not be construed so as to) limit the right of each of the Finance
Parties to take proceedings against the Borrower or, the Borrower to take
proceedings against the Finance Parties or any one or more of them or any other
party, in any other court of 

       

      
        
          
          

        

        
          - 69 -

          
            

          

        

        
          
          

        

      

      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.

       

      AS WITNESS the hands of the
duly authorised representatives of the parties hereto the day and year first
before written.

       


      
        
          
             

          

           


        

        
          - 70 -

          
            

          

        

        
           


        

      


       

      Schedule
1

       

      The
Banks

       

      
        	
                Bank

              	 	
                Commitment

                US($)

              	 
	
                Oversea-Chinese
      Banking Corporation Limited

              	 	 	75,000,000	 
	
                ABN
      AMRO Bank N.V., Singapore Branch

              	 	 	66,375,000	 
	
                DBS
      Bank Ltd

              	 	 	66,375,000	 
	
                Citibank
      N.A., Singapore Branch

              	 	 	57,750,000	 
	
                Bayerische
      Hypo- und Vereinsbank AG, Singapore Branch

              	 	 	30,000,000	 
	
                Taipei
      Fubon Commercial Bank

              	 	 	30,000,000	 
	
                Sumitomo
      Mitsui Banking Corporation, Singapore Branch

              	 	 	30,000,000	 
	
                China
      Development Industrial Bank

              	 	 	30,000,000	 
	
                United
      Overseas Bank Limited

              	 	 	30,000,000	 
	
                Entie
      Commercial Bank

              	 	 	20,000,000	 
	
                Industrial
      Bank of Taiwan

              	 	 	20,000,000	 
	
                The
      Shanghai Commercial & Savings Bank, Ltd

              	 	 	20,000,000	 
	
                Taishin
      International Bank

              	 	 	20,000,000	 
	
                Ta
      Chong Bank Ltd.

              	 	 	20,000,000	 
	
                Bank
      of Taiwan, Singapore Branch

              	 	 	10,000,000	 
	
                Bank
      SinoPac, Offshore Banking Branch

              	 	 	10,000,000	 
	
                Far
      Eastern International Bank

              	 	 	10,000,000	 
	
                Land
      Bank of Taiwan, Singapore Branch

              	 	 	10,000,000	 
	
                Mega
      International Commercial Bank Co. Ltd, Singapore Branch

              	 	 	10,000,000	 
	
                RHB
      Bank Bhd (Singapore Branch)

              	 	 	10,000,000	 
	
                Raiffeisen
      Zentralbank Oesterreich AG, Singapore Branch

              	 	 	10,000,000	 
	
                Sunny
      Bank Offshore Banking Unit

              	 	 	10,000,000	 
	
                Hua
      Nan Commercial Bank, Ltd., Singapore Branch

              	 	 	4,500,000	 
	 
      	 	
                __________

              	 
	
                Total

              	 	 	600,000,000	 


      


      
        
          
             

          

           


        

        
          - 71 -

          
            

          

        

        
           


        

      


       

      Schedule
2


       

      Form
of Transfer Certificate

       

      To:           [        ]

       

      TRANSFER
CERTIFICATE

       

      relating
to the agreement (as from time to time amended, varied, novated or supplemented,
the “Facility Agreement”) dated
[        ] 2008 whereby a US$600,000,000
term loan facility was made available to TECH Semiconductor Singapore Pte. Ltd.
as borrower by a group of banks on whose behalf Citicorp Investment Bank
(Singapore) Limited acted as facility agent in connection
therewith.

       

      
        	
                1.

              	
                Terms
      defined in the Facility Agreement shall, subject to any contrary
      indication, have the same meanings herein.  The terms Bank,
      Transferee and Portion Transferred are defined in the schedule
      hereto.

              


      

       

      
        	
                2.

              	
                The
      Bank (a) confirms that the details in the schedule hereto under the
      heading “Bank’s
      Participation in
      the Facility” and “Advances” accurately
      summarises its participation in the Facility Agreement and the Interest
      Period of any existing Advances and (b) requests the Transferee to accept
      and procure the transfer by novation to the Transferee of the Portion
      Transferred (specified in the schedule hereto) of its Commitment and/or
      its participation in such Advance(s) by counter-signing and delivering
      this Transfer Certificate to the Facility Agent at its address for the
      service of notices specified in the Facility
  Agreement.

              


      

       

      
        	
                3.

              	
                The
      Transferee hereby requests the Facility Agent to accept this Transfer
      Certificate as being delivered to the Facility Agent pursuant to and for
      the purposes of Clause 30.5 (Transfers by Banks) of
      the Facility Agreement so as to take effect in accordance with the terms
      thereof on the Transfer Date or on such later date as may be determined in
      accordance with the terms thereof.

              


      

       

      
        	
                4.

              	
                The
      Transferee confirms that it has received a copy of the Finance Documents
      together with such other information as it has required in connection with
      this transaction and that it has not relied and will not hereafter rely on
      the Bank to check or enquire on its behalf into the legality, validity,
      effectiveness, adequacy, accuracy or completeness of any such information
      and further agrees that it has not relied and will not rely on the Bank to
      assess or keep under review on its behalf the financial condition,
      creditworthiness, condition, affairs, status or nature of the
      Borrower.

              


      

       

      
        	
                5.

              	
                The
      Transferee hereby undertakes with the Bank and each of the other parties
      to the Facility Agreement that it will perform in accordance with their
      terms all those obligations under the Finance Documents (including, for
      the avoidance of doubt, Clause 16 of the Trust Deed) which by the terms of
      the Facility Agreement will be assumed by it after delivery of this
      Transfer Certificate to the Facility Agent and satisfaction of the
      conditions (if any) subject to which this Transfer Certificate is
      expressed to take effect.

              


      

       

      
        	
                6.

              	
                The
      Bank makes no representation or warranty and assumes no responsibility
      with respect to the legality, validity, effectiveness, adequacy or
      enforceability of the Finance Documents or any document relating thereto
      and assumes no responsibility for the


              


      

       

      
        
          
          

        

        
          - 72 -

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                financial
      condition of the Borrower or for the performance and observance by the
      Borrower of any of its obligations under the Finance Documents or any
      document relating thereto and any and all such conditions and warranties,
      whether express or implied by law or otherwise, are hereby
      excluded.

              


      

       

      
        	
                7.

              	
                The
      Bank hereby gives notice that nothing herein or in the Finance Documents
      (or any document relating thereto) shall oblige the Bank to
      (a) accept a re-transfer from the Transferee of the whole or any part
      of its rights, benefits and/or obligations under the Finance Documents
      transferred pursuant hereto or (b) support any losses directly or
      indirectly sustained or incurred by the Transferee for any reason
      whatsoever including the non-performance by the Borrower or any other
      party to the Finance Documents (or any document relating thereto) of its
      obligations under any such document.  The Transferee hereby
      acknowledges the absence of any such obligation as is referred to in (a)
      or (b).

              


      

       

      
        	
                8.

              	
                The
      Transferee expressly acknowledges that the execution and delivery of this
      Transfer Certificate constitutes its contractual acceptance of the offer
      to become a party to the Trust Deed as set out in Clause 17 thereof and
      attached hereto is an Accession
Undertaking.

              


      

       

      
        	
                9.

              	
                This
      Transfer Certificate and the rights, benefits and obligations of the
      parties hereunder shall be governed by and construed in accordance with
      Singapore law.

              


      

       

      



        THE
SCHEDULE

         

        
          	
                  1.

                	
                  Bank:

                	 
      	 
      
	
                  2.

                	
                  Transferee:

                	 
      	 
      
	
                  3.

                	
                  Transfer
      Date:

                	 
      	 
      
	
                  4.

                	
                  Bank’s
      Participation in the Facility:

                	 
      	 
      
	 
      	
                  Bank’s
      Commitment

                	 
      	
                  Portion
      Transferred

                
	
                  5.

                	
                  Advance(s):

                	 
      	 
      
	 
      	
                  Amount
      of Bank’s Participation

                	
                  Interest
      Period

                	
                  Portion
      Transferred

                


        

        


         

        


         

        
          	
                  [Transferor
      Bank]

                	
                  [Transferee
      Bank]

                
	
                  By:

                	
                  By:

                
	
                  Date:

                	
                  Date:

                


        



       

       

      


       

      


      
        
          
          

        

        
          - 73 -

          
            

          

        

        
          
          

        

      

       

      


       

      


       

      


       

      


       

      Administrative
Details of Transferee

       

      Address:

       

      Contact
Name:

       

      Account
for Payments:

       

      Standing
Payment Instructions:

       

      Telex:

       

      Fax:

       

      Telephone:

       

      E-mail:

       

      


       

      


       

       


      
        
          
             

          

           


        

        
          - 74 -

          
            

          

        

        
           


        

      


       

      Schedule
3

       

      Conditions
Precedent

       

      
        	
                1.

              	
                CORPORATE
      AUTHORISATIONS

              


      

       

      
        	
                1.1

              	
                A
      copy of the Constitutional Documents of each Obligor, certified true by a
      duly authorised officer of the relevant
Obligor.

              


      

       

      
        	
                1.2

              	
                A
      copy or an extract of the resolution of the board of directors of each
      Obligor approving the execution, delivery and performance of each of the
      Finance Documents to which it is expressed to be a party and the terms and
      conditions thereof and authorising a named person or persons to sign such
      documents and any documents to be delivered pursuant thereto, certified
      true by a duly authorised officer of the relevant
  Obligor.

              


      

       

      
        	
                1.3

              	
                A
      certificate of a duly authorised officer of each Obligor setting out the
      names and signatures of the persons authorised to sign, on behalf of that
      Obligor, each of the Finance Documents to which it is expressed to be a
      party and any documents to be delivered pursuant
  thereto.

              


      

       

      
        	
                1.4

              	
                A
      certificate as to the existence and good standing of Micron from the
      appropriate governmental authorities in the State of Delaware, The United
      States of America.

              


      

       

      
        	
                2.

              	
                AUTHORISATIONS AND
      CONSENTS

              


      

       

      A copy,
certified a true by and on behalf each Obligor, of each such licence, approval,
registration or declaration as is, in the opinion of counsel to the Finance
Parties, necessary to render each of the Finance Documents legal, valid, binding
and enforceable on the relevant Obligor and admissible in evidence in any
applicable jurisdiction and enable each of the parties to such documents to
perform its obligations thereunder, as informed to the Obligors by the Facility
Agent prior to the date of this Agreement or, otherwise, by reason of any
circumstances occurring after the date of this Agreement (or, if the Facility
Agent so requires, confirmation by a duly authorised officer of the relevant
Obligor that no such documents are required).

       

      
        	
                3.

              	
                CORE COMMERCIAL
      AGREEMENTS

              


      

       

      Copies,
certified true copy by a duly authorised officer of the Borrower, of the Core
Commercial Agreements.

       

      
        	
                4.

              	
                FINANCE
      DOCUMENTS

              


      

       

      
        	
                4.1

              	
                Subject
      to paragraph 4.4 below, the Finance Documents duly executed by each party
      thereto and, where appropriate, duly stamped and presented for
      registration with all appropriate
authorities.

              


      

       

      
        	
                4.2

              	
                Subject
      to paragraph 4.4 below, a copy of each notice required to be executed and
      delivered by the Borrower under each of the Security
      Documents.

              


      

       

      
        	
                4.3

              	
                Subject
      to paragraph 4.4 below, a copy of each acknowledgement of the notice
      referred to in paragraph 4.2 above by the relevant person under any of the
      Security Documents, except that in the case of Insurance Assignment the
      Borrower shall use its best efforts to procure the required insurers'
      acknowledgement (and, in each case, such


              


      

       

      
        
          
          

        

        
          - 75 -

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                acknowledgements
      in respect of the Insurance Assignment shall not be a condition precedent
      to first disbursement of an Advance under this
  Agreement).

              


      

       

      
        	
                4.4

              	
                In
      the case where the proceeds of the first Advance are to be utilised to
      refinance any outstanding amounts due to the Existing Lenders under the
      Existing Credit Agreement, any Security Document (other than the Micron
      Corporate Guarantee and the Security Sharing Agreement) referred to in
      paragraph 4.1 above shall be left undated and held in escrow by the
      Facility Agent until the date of the first Advance and shall be dated on
      the date of the first Advance and to be stamped and registered (where
      appropriate) thereafter and any notice and acknowledgement (other than the
      acknowledgements of the Insurance Assignment which are to be procured by
      the Borrower using its best efforts) referred to in paragraphs 4.2 and 4.3
      above shall be undated to be held in escrow until the date of the first
      Advance.

              


      

       

      
        	
                4.5

              	
                The
      insurance policies of the Borrower.

              


      

       

      
        	
                4.6

              	
                Evidence
      of the acceptance of the appointment of the process agents referred to in
      the Micron Corporate Guarantee and the Security Sharing
      Agreement.

              


      

       

      
        	
                5.

              	
                OPINIONS

              


      

       

      A legal opinion from Allen &
Gledhill, Singapore counsel to the Finance Parties.

       

      A legal opinion from Moffatt, Thomas,
Barrett, Rock & Fields, Chartered, U.S. legal counsel to
Micron.

       

      
        	
                6.

              	
                PROJECT
      PRIVILEGES

              


      

       

      A
certified copy of the 15-year pioneer tax certificate covering the period from 1
April 2007 to 31 March 2022, together with a confirmation from a duly authorised
officer of the Borrower that such certificate is current and the privileges
contemplated therein continue to apply.

       

      
        	
                7.

              	
                SHAREHOLDINGS

              


      

       

      A
certificate from the company secretary of the Borrower confirming compliance
with Clause 15.22 (Ownership
of the Borrower).

       

      
        	
                8.

              	
                INSURANCE

              


      

       

      Confirmation
from the Insurance Expert in the form of an insurance report issued by it that
the Borrower is insured in accordance with Clause 18.2 (Insurance).

       

      
        	
                9.

              	
                RELEASE

              


      

       

      (Where
there are outstanding amounts owing to the Existing Lenders under the Existing
Credit Agreement as of the date of the first Notice of Drawdown), a confirmation
(dated on or around the date of the first Notice of Drawdown) from CIBSL, as
facility agent for the Existing Lenders,

       

      
        	
                 
      

              	
                (a)

              	
                that
      it consents to the entry into of the Finance Documents and confirmation of
      the amounts owing to the Existing Lenders under the Existing Credit
      Agreement; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                that
      it agrees that on receipt of such amounts on the first drawdown date
      hereunder, all amounts outstanding under the Existing Credit Agreement
      will be 

              


      

       

      
        
          
          

        

        
          - 76 -

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                 

              	
                discharged
      and all security interests granted in respect thereof will be released and
      all Existing Security Documents will be discharged;
  or

              


      

       

      (Where
there are no outstanding amounts owing under the Existing Credit Agreement as at
the date of the first Notice of Drawdown) evidence that (a) there are no
outstanding amount owing under the Existing Credit Agreement and (b) the
Existing Security Documents have been discharged.

       

      
        	
                10.

              	
                OPERATING
      ACCOUNTS

              


      

       

      Evidence
that each of the Operating Accounts have been opened.

       

      
        	
                11.

              	
                FEES, COSTS AND
      EXPENSES

              


      

       

      Evidence
that the fees, costs and expenses then due from the Borrower pursuant to Clause
20 (Commitment and
Fees) and Clause 21 (Costs and Expenses) have
been paid or will be paid by the date of the first Advance.

       

      
        	
                12.

              	
                300 MM PRODUCTION CAPACITY
      EXPANSION PLAN

              


      

       

      A copy,
certified true by a duly authorised officer of the Borrower, or an extract, of a
resolution of the board of directors of the Borrower approving the December 2007
business plan relating to the 300mm production capacity expansion plan of the
Borrower.

       

      
        	
                13.

              	
                DISCHARGE
      DOCUMENTS

              


      

       

      The
documents for the release and discharge of the Existing Security Documents duly
executed by each party thereto, provided that each such document shall be left
undated and held in escrow by the Facility Agent until the date of the first
Advance and shall be dated on the date of the first Advance upon the
confirmation from CIBSL that all amounts outstanding under the Existing Credit
Agreement have been discharged.

       


      
        
          
             

          

           


        

        
          - 77 -

          
            

          

        

        
           


        

      


      Schedule
4


      Notice
of Drawdown

       

      From:       TECH
Semiconductor Singapore Pte. Ltd.

       

      To:           Citicorp
Investment Bank (Singapore) Limited

       

      Dated:

       

      Dear
Sirs,

       

      We refer
to the US$600,000,000 facility agreement (the “Facility Agreement”) dated
[        ] 2008 and made between TECH
Semiconductor Singapore Pte. Ltd. as borrower, Citicorp Investment Bank
(Singapore) Limited as Facility Agent, ABN AMRO Bank N.V., Singapore Branch as
security trustee and the financial institutions named therein as Original
Mandated Lead Arrangers and Banks.  Terms defined in the Facility
Agreement shall have the same meaning in this notice.

       

      
        	
                1.

              	
                This
      notice is irrevocable.

              


      

       

      
        	
                2.

              	
                We
      hereby give you notice that, pursuant to the Facility Agreement and on
      [date of proposed Advance], we wish to borrow an Advance in the amount of
      US$[     ] upon the terms and subject to the
      conditions contained therein.

              


      

       

      
        	
                3.

              	
                We
      would like this Advance to have a first Interest Period of [  ]
      months’ duration.

              


      

       

      
        	
                4.

              	
                We
      confirm that, at the date hereof, the Repeated Representations [and the
      Non-Repeated Representations]**
      are true in all material respects and no Event of Default or Potential
      Event of Default has occurred and is
continuing.

              


      

       

      
        	
                5.

              	
                The
      proceeds of this drawdown should be [paid in the following order: (i)
      payment to CIBSL (as agent for the Existing Lenders) in satisfaction of
      the Loan, interest and all other amounts (if any) outstanding under the
      Existing Credit Agreement, (ii) payment to the Facility Agent of upfront
      fees (as detailed in the fee letter dated 9 January 2008 between us and
      the Original Mandated Lead Arrangers) and (iii) the balance credited to
      [insert account details]]t / [credited to
      [insert account details]].

              


      

       

      Yours
faithfully

       

      .............................

       

      [President
or Vice President, Finance]

       

      for and
on behalf of

       

      TECH
Semiconductor

       

      Singapore
Pte. Ltd.

       

      

        

      

        
        t If this
Advance is the first Advance made under the Agreement and there are outstanding
amounts owing under the Existing Credit Agreement as at the date of this Notice
of Drawdown.

        


        **           If
this Advance is the first Advance made under the Facility

      


      
        
          
             

          

           


        

        
          - 78 -

          
            

          

        

        
           


        

      


      Schedule
5


      Form
of Compliance Certificate

       

      To:           [                      ]
as Facility Agent

       

      From:       TECH
Semiconductor Singapore Pte Ltd

       

      Dated:

       

      US$600,000,000
Facility Agreement dated
[                ]
2008 (the “Agreement”) between TECH Semiconductor Singapore Pte Ltd as Borrower,
Citicorp Investment Bank (Singapore) Limited as Facility Agent and ABN AMRO Bank
N.V., Singapore Branch as Security Trustee and the Original Mandated Lead
Arrangers and Banks referred to therein

       

      
        	
                1.

              	
                We
      refer to the Agreement. This is a Compliance Certificate. Terms defined in
      the Agreement have the same meaning when used in this Compliance
      Certificate unless given a different meaning in this Compliance
      Certificate.

              


      

       

      
        	
                2.

              	
                We
      confirm that: [Insert details of covenants to be
  certified]

              


      

       

      


       

      


       

      


       

      Yours
faithfully

       

      .............................

       

      [President
or Vice President, Finance]

       

      for and
on behalf of

       

      TECH
Semiconductor

       

      Singapore
Pte. Ltd.

       

      


       


      
        
          
             

          

           


        

        
          - 79 -

          
            

          

        

        
           


        

      


      Schedule
6


      Confidentiality
Undertaking

       

      [Letterhead
of Finance Party]

       

      To:           [Proposed
Assignee/Transferee/Sub-participant]

       

      Dear
Sirs

       

      US$600,000,000
Facility Agreement dated
[                ]
2008 (the “Agreement”) between TECH Semiconductor Singapore Pte Ltd as Borrower,
Citicorp Investment Bank (Singapore) Limited as Facility Agent and ABN AMRO Bank
N.V., Singapore Branch as Security Trustee and the Original Mandated Lead
Arrangers and Banks referred to therein

       

      We
understand that you are considering acquiring an interest in the Agreement
referred to above (the “Acquisition”).  In consideration of us
agreeing to make available to you certain information, by signature by your duly
authorised signatory of a copy of this letter you agree as follows:

       

      
        	
                3.

              	
                Confidentiality
      Undertaking  You undertake (a) to keep the Confidential
      Information confidential and not to disclose it to anyone except as
      provided for by paragraph 2 below and to ensure that the Confidential
      Information is protected with security measures and a degree of care that
      would apply to your own confidential information, (b) to use the
      Confidential Information only for the Permitted Purpose, and (c) to use
      all reasonable endeavours to ensure that any person (as may be permitted
      in this undertaking) to whom you pass any Confidential Information (unless
      disclosed under paragraph 2(c) below) acknowledges and complies with the
      provisions of this letter as if that person were also a party to
      it.

              


      

       

      
        	
                4.

              	
                Permitted
      Disclosure  We agree that you may disclose Confidential
      Information:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                to
      your officers, directors, employees and professional advisers to the
      extent necessary for the Permitted Purpose and to your
      auditors;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                subject
      to the requirements of the Agreement, to any person to (or through) whom
      you are permitted to assign or transfer (or may potentially assign or
      transfer) all or any of the rights, benefits and obligations which you may
      acquire under the Agreement or with (or through) whom you enter 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
      Agreement or the Borrower so long as that person has delivered a duly
      executed letter to you in equivalent form to this letter;
    and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                where
      requested or required by any court of competent jurisdiction or any
      competent judicial, governmental, supervisory or regulatory body, (ii)
      where required by the rules of any stock exchange on which the shares or
      other securities of any member of the Purchaser Group are listed or (iii)
      where required by the laws or regulations of any country with jurisdiction
      over the affairs of any member of the Purchaser Group, after obtaining a
      legal opinion to such effect.

              


      

       

      
        
          
          

        

        
          - 80 -

          
            

          

        

        
          
          

        

      

      
        	
                5.

              	
                Notification of Required or
      Unauthorised Disclosure You agree (to the extent permitted by law)
      to inform us of the full circumstances of any disclosure under
      paragraph 2(c) or upon becoming aware that Confidential Information
      has been disclosed in breach of this
letter.

              


      

       

      
        	
                6.

              	
                Return of
      Copies  If we or the Borrower so request in writing, you
      shall return all Confidential Information supplied to you by us and
      destroy or permanently erase all copies of Confidential Information made
      by you and use all reasonable endeavours to ensure that anyone to whom you
      have supplied any Confidential Information destroys or permanently erases
      such Confidential Information and any copies made by them, in each case
      save to the extent that you or the recipients are required to retain any
      such Confidential Information by any applicable law, rule or regulation or
      by any competent judicial, governmental, supervisory or regulatory body or
      where the Confidential Information has been disclosed under
      paragraph 2(c) above.

              


      

       

      
        	
                7.

              	
                Continuing
      Obligations  The obligations in this letter are
      continuing and, in particular, shall survive the termination of any
      discussions or negotiations between you and us.  Notwithstanding
      the previous sentence, the obligations in this letter shall cease if you
      become a party to or otherwise acquire (by assignment or
      sub-participation) an interest, direct or indirect, in the Agreement in
      which case you agree and acknowledge that you are bound by the provisions
      of Clause 30.7 of the Agreement.

              


      

       

      
        	
                8.

              	
                Consequences of Breach, No
      Representation, etc. You acknowledge and agree
  that:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                neither
      we, the Borrower nor any of our or their respective officers, employees,
      agents or advisers (each a “Relevant Person”) (i)
      make any representation or warranty, express or implied, as to, or assume
      any responsibility for, the accuracy, reliability or completeness of any
      of the Confidential Information or any other information supplied by us or
      the assumptions on which it is based or (ii) shall be under any obligation
      to update or correct any inaccuracy in the Confidential Information or any
      other information supplied by us or be otherwise liable to you or any
      other person in respect to the Confidential Information or any such
      information; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                we
      or the Borrower may be irreparably harmed by the breach of the terms
      hereof and damages may not be an adequate remedy; each Relevant Person may
      be granted an injunction or specific performance for any threatened or
      actual breach of the provisions of this letter by
  you.

              


      

       

      
        	
                9.

              	
                No Waiver; Amendments,
      etc  This letter sets out the full extent of your
      obligations of confidentiality owed to us in relation to the information
      the subject of this letter.  No failure or delay in exercising
      any right, power or privilege hereunder will operate as a waiver thereof
      nor will any single or partial exercise of any right, power or privilege
      preclude any further exercise thereof or the exercise of any other right,
      power or privileges hereunder.  The terms of this letter and
      your obligations hereunder may only be amended or modified by written
      agreement between us.

              


      

       

      
        	
                10.

              	
                Inside
      Information  You acknowledge that some or all of the
      Confidential Information is or may be price-sensitive information and that
      the use of such information may be regulated or prohibited by applicable
      legislation relating to insider dealing and you undertake not to use any
      Confidential Information for any unlawful
  purpose.

              


      

       

      
        
          
          

        

        
          - 81 -

          
            

          

        

        
          
          

        

      

      
        	
                11.

              	
                Nature of
      Undertakings  The undertakings given by you under this
      letter are given to us and (without implying any fiduciary obligations on
      our part) are also given for the benefit of the
  Borrower.

              


      

       

      
        	
                12.

              	
                Governing Law and
      Jurisdiction  This letter (including the agreement
      constituted by your acknowledgement of its terms) shall be governed by and
      construed in accordance with the laws of Singapore and the parties submit
      to the non-exclusive jurisdiction of the Singapore
  courts.

              


      

       

      
        	
                13.

              	
                Definitions  In
      this letter (including the acknowledgement set out below) terms defined in
      the Agreement shall, unless the context otherwise requires, have the same
      meaning and:

              


      

       

      “Confidential Information”
means any information relating to the Borrower, Micron, the Agreement and/or the
Acquisition provided to you by us or any of our affiliates or advisers, in
whatever form, and includes information given orally and any document,
electronic file or any other way of representing or recording information which
contains or is derived or copied from such information but excludes information
that (a) is or becomes public knowledge other than as a direct or indirect
result of any breach of this letter or (b) is known by you before the date the
information is disclosed to you by us or any of our affiliates or advisers or is
lawfully obtained by you thereafter, other than from a source which is connected
with the Borrower and which, in either case, as far as you are aware after
having made reasonable enquiry, has not been obtained in violation of, and is
not otherwise subject to, any obligation of confidentiality;

       

      “Permitted Purpose” means
considering and evaluating whether to enter into the Acquisition;
and

       

      “Purchaser Group” means you,
each of your holding companies and subsidiaries and each subsidiary of each of
your holding companies.

       

      Please
acknowledge your agreement to the above by signing and returning the enclosed
copy.

       

      Yours
faithfully

       

      ...................................

       

      For and
on behalf of

       

      


       

      [Finance
Party]

       

      To:           [Finance
Party]

       

      


       

      


       

      We
acknowledge and agree to the above:

       

      ...................................

       

      For and
on behalf of

       

      [                                  ]

       


      
        
          
             

          

           


        

        
          - 82 -

          
            

          

        

        
           


        

      


      Schedule
7

      
 

      Standing
Payment Instructions

      


       

      ABN
AMRO BANK N.V., SINGAPORE BRANCH

       

      USD
Payment Instruction for arrangement fee payments/ principal / interest
payments:

       

      Correspondence
Bank: ABN AMRO BANK, N.V. NEW YORK

       

      SWIFT
Code: ABNAUS33

       

      For the
Account of: ABN AMRO BANK, N.V. SINGAPORE

       

      SWIFT
Code: ABNASGSG

       

      Account
no.: 661-001-055341 CHIPS UID 011591

       

      Reference:
TECH Semiconductor - Agency Asia

       

       

      BANK
OF TAIWAN, SINGAPORE BRANCH

       

      Pay to:
JP Morgan Chase Bank, New York

       

      SWIFT
BIC: CHASUS33

       

      For
account of: Bank of Taiwan, Singapore Branch

       

      SWIFT
BIC: BKTWSGSG

       

      Via CHIPS
UID 353571

       

       

      BANK
SINOPAC, OFFSHORE BANKING BRANCH

       

      Correspondent
Bank: Citibank N.A., New York

       

      SWIFT
Code of Correspondent Bank: CITIUS33

       

      Account
Name: Bank SinoPac

       

      SWIFT
Code of Bank SinoPAc: SINOTWTP

       

      Account
Number: 36115045

       

      Reference:
Tech Semiconductor PTE Ltd.

       

       

      BAYERISCHE
HYPO- UND VEREINSBANK AG, SINGAPORE BRANCH

       

      JP Morgan
Chase Bank, New York (CHASUS33)

       

      For the
account of: Bayerische Hypo- und Vereinsbank AG, Singapore Branch

       

      CHIPS UID
355366

       

      
        
          
          

        

        
          - 83 -

          
            

          

        

        
          
          

        

      

      Account
no. 001-1-940251

       

      Ref: Tech
Semiconductor Singapore Pte Ltd

       

       

      CHINA
DEVELOPMENT BANK

       

      Intermediary Bank’s
Details

       

      Name:   HSBC
Bank USA New York

       

      Country
and City: USA New York

       

      SWIFT
Address & Clearing Code: MRMDUS33XXX

       

       

      Beneficiary Bank’s
Details

       

      Name:   China
Development Industrial Bank

       

      Country
and City: Taipei, Taiwan

       

      SWIFT
Address & Clearing Code: CDIBTWTPXXX

       

      Account
No.: 000142786

       

       

      Beneficiary’s
Details

       

      Name:
TECH Semiconductor Singapore Pte. Ltd.

       

      Country
and City: Singapore

       

      SWIFT
Address & Clearing Code: SGCT0007

       

      Payment
Details: Syndication Loan

       

       

      CITIBANK,
N.A., SINGAPORE BRANCH

       

      For
account: Citibank N.A., New York (CITIUS33)

       

      In Favor
of : Citibank N.A., Singapore (CITISGSG)

       

      Account
No: 10991581

       

      Attention:
Freddy Pius

       

       

      DBS
BANK LTD

       

      For
account: Bank of New York, New York

       

      SWIFT
Code: IRVTUS3N

       

      In favour
of: DBS Bank Ltd, Singapore

       

      
        
          
          

        

        
          - 84 -

          
            

          

        

        
          
          

        

      

      SWIFT
Code: DBSSSGSG

       

      Reference:
TECH Semiconductor Singapore Pte Ltd - US$600 million Syndicated
Facility

       

      Attention:
Jacqueline Tan / Gabrielle Khoo, CIB-Communication, Media &
Technology]

       

       

      ENTIE
COMMERCIAL BANK

       

      Name of
Bank: Bank of New York, New York

       

      SWIFT
Code: IRVTUS3N

       

      Beneficiary:
EnTie Commercial Bank Taipei, Taiwan

       

      SWIFT
Code: ENTITWTP

       

      Beneficiary:A/C
NO. 890-0228-881

       

       

      FAR
EASTERN INTERNATIONAL BANK

       

      Bank
Name: Citibank N.A., New York

       

      SWIFT
Code: CITIUS33

       

      Account
No. 36111124

       

      Beneficiary:
Far Eastern International Bank

       

      Beneficiary
Bank’s SWIFT Code: FEINTWTP

       

       

      INDUSTRIAL
BANK OF TAIWAN

       

      Corresponding
Bank: Wachovia Bank N.A. New York Branch

       

      SWIFT
Code: PNBPUS3NNYC

       

      Account
name: Industrial Bank of Taiwan OBU Branch

       

      Account
No. 2000191002339

       

      SWIFT
Code: IBOTTWTP

       

       

      HUA
NAN COMMERCIAL BANK, LTD., SINGAPORE BRANCH

       

      Correspondent
Bank: JP Morgan Chase Bank, New York

       

      SWIFT
Code: CHASUS33

       

      Account
No. 001-1-940293

       

      Beneficiary:
Hua Nan Commercial Bank. Ltd., Singapore Branch

       

      SWIFT
Code: HNBKSGSG

       

      
        
          
          

        

        
          - 85 -

          
            

          

        

        
          
          

        

      

      


       

      LAND
BANK OF TAIWAN, SINGAPORE BRANCH

       

      Correspondent
Bank: The Bank of New York, New York

       

      SWIFT
Address: IRVT US3N

       

      Account
No. 890-0492-716

       

      For
Account of: Land Bank of Taiwan, Singapore Branch

       

      SWIFT
Address: LBOT SGSG

       

      Reference:
TECH 2008-03-26

       

      Attention:
Maggie W.L. Cheng / Priscilla Tan

       

       

      MEGA
INTERNATIONAL COMMERCIAL BANK CO. LTD, SINGAPORE BRANCH

       

      Correspondent
Bank: Mega International Commercial Bank Co., Ltd., New York

       

      SWIFT:
ICBCUS33

       

      For the
account of: Mega International Commercial Bank Co., Ltd., Singapore
Branch

       

      SWIFT:
ICBCSGSG

       

      Account
Number: USD300596

       

       

      OVERSEA-CHINESE
BANKING CORPORATION LIMITED

       

      Intermediary Bank’s
Details

       

      Name:
JPMorgan Chase

       

      Country
and City: New York

       

      SWIFT
Address & Clearing Code: CHASUS33 (Chips UID10275)

       

       

      Beneficiary Bank’s
Details

       

      Name:  Oversea-Chinese
Banking Corporation Ltd

       

      Country
and City: Singapore

       

      SWIFT
Address & Clearing Code: OCBCSGSG

       

       

      RHB
BANK BHD (SINGAPORE BRANCH)

       

      Name:
Bank of New York, New York

       

      BIC Code:
IRVTUS3N

       

      
        
          
          

        

        
          - 86 -

          
            

          

        

        
          
          

        

      

      Account
No: 803-3309-458

       

      CHIPS
UID: 024880

       

      Remarks:
(For account of Corporate & Commercial Banking - TECH Semiconductor
Singapore Pte Ltd)

       

       

      THE
SHANGHAI COMMERCIAL & SAVINGS BANK. LTD

       

      Correspondent
Bank: Citibank N.A.

       

      SWIFT
Code: CITIUS33

       

      Beneficiary:
The Shanghai Commercial & Savings Bank. Ltd, Offshore Banking
Branch

       

      Bank
Name: The Shanghai Commercial & Savings Bank. Ltd, Offshore Banking
Branch

       

      SWIFT
Code: SCSBTWTPO27

       

      Remarks:
TECH Semiconductor Singapore Pte (2)

       

       

      SUMITOMO
MITSUI BANKING CORPORATION, SINGAPORE BRANCH

       

      Bank: JP
Morgan Chase Bank, New York (CHASUS33)

       

      Account
name: Sumitomo Mitsui Banking Corporation, Singapore Branch

       

      Account
No. 001-1-746468 CHIPS UID 141695

       

      SWIFT:
SMBCSGSG

       

       

      RAIFFEISEN
ZENTRALBANK OESTERREICH AG, SINGAPORE BRANCH

       

      Name of
Bank: JP Morgan Chase Bank, New York

       

      SWIFT ID:
CHASUS 33

       

      VIA CHIPS
UID: 373362

       

      Favouring:
Raiffeisen Zentralbank Oesterreich AG, Singapore Branch

       

      Re: TECH
Semiconductor Pte Ltd Singapore (Fees/Interest)

       

       

      SUNNY
BANK OFFSHORE BANKING UNIT

       

      Bank
name: Sunny Bank (in favour of Sunny Bank OBU Branch)

       

      Bank
Code: SUNYTWTP

       

      Bank
Account for Cash Payment: 2000191001741

       

      Correspondent
Code: PNBPUS3NNYC (Wachovia Bank NA NY INTL BR.)

       

      
        
          
          

        

        
          - 87 -

          
            

          

        

        
          
          

        

      

      


       

      TAIPEI
FUBON COMMERCIAL BANK

       

      Name of
Bank: Citibank N.A., New York

       

      SWIFT
Code: CITIUS33

       

      Beneficiary
Bank name: Taipei Fubon Bank, Offshore Banking Unit

       

      SWIFT
BIC: TPBKTWTP560

       

      Account
Name: Tech Semiconductor

       

      Account
No. 56011 33100 1150

       

       

      TAISHIN
INTERNATIONAL BANK

       

      Name of
Bank: Citibank N.A., New York

       

      Beneficiary
Bank: Taishin International Bank

       

      Account
No.: 36116558

       

      SWIFT
Code: CITIUS33

       

      Beneficiary
Bank’s Swift Code: TSIBTWTP

       

       

      TA
CHONG BANK LTD.

       

      Correspondent
Bank: Citibank N.A., New York, N.Y.

       

      Correspondent
Bank SWIFT Code: CITIUS33

       

      Beneficiary
Customer: Ta Chong Bank Ltd

       

      Beneficiary
SWIFT Code: OURBTWTP

       

      Beneficiary
Bank Account No.: 36089983

       

      Reference
Information: TECH Semiconductor Singapore Pte. Ltd.

      
 

      UNITED
OVERSEAS BANK LIMITED

       

      Pay to:
Deutsche Bank Trust Co Americas, New York

       

      SWIFT
Address: BKTRUS33

       

      For
account of: United Overseas Bank Limited, Singapore

       

      CHIPS UID
010762

       

      SWIFT
Address: UOVBSGSG

       

      Attention:
CCOCD - Loan Processing Unit

       

      Reference:
Payment for Tech Semiconductor US$600m Credit Facility,.

       

      
        
          
          

        

        
          - 88 -

          
            

          

        

        
          
          

        

      

      SIGNATURES

      


      TECH
SEMICONDUCTOR SINGAPORE PTE. LTD.

      as
Borrower

       

      


      

        
          	
                  By:

                	
                  SGD
      LEE KOK CHOY

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  1,
      Woodlands Industrial Park D

                
	 
      	
                  Street
      1, Singapore 738799

                
	 
      	 
      
	
                  Fax:

                	
                  6365
      2016

                
	 	 
	
                  Attention:

                	
                  Vice
      President, Finance

                


        




      
        
          
             

          

           


        

        
          - 89 -

          
            

          

        

        
           


        

      


      ABN
AMRO BANK N.V.

       

      as
Original Mandated Lead Arranger

      


        
          	
                  By:

                	
                  SGD
      ANUP KURUVILLA (EXECUTIVE DIRECTOR)

                	
                  SGD
      DANIEL KONG (DIRECTOR)

                
	 
      	 
      	
                   

                
	 
      	 
      	 
      
	
                  Address:

                	
                  42/F
      Cheung Kong Centre, 2 Queen’s Road Central, Hong Kong

                	 
      
	 
      	 
      	 
      
	
                  Fax:

                	
                  +852
      2700 3949

                	 
      
	 
      	 
      	 
      
	
                  Attention:

                	
                  Anup
      Kuruvilla

                	 
      
	 
      	 
      	 
      
	
                  E-mail:

                	
                  anup.kuruvilla@hk.abnamro.com

                	 
      


        



       


      
        
          
             

          

           


        

        
          - 90 -

          
            

          

        

        
           


        

      


      ABN
AMRO BANK N.V., SINGAPORE BRANCH

       

      as
Bank

      


        
          	
                  By:

                	
                  SGD
      DANIEL KONG (DIRECTOR)

                	
                  SGD
      SARAH MAK (RELATIONSHIP MANAGER)

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  Address:

                	
                  Level
      23, One Raffles Quay South Tower, Singapore 048583 / 38/F Cheung Kong
      Centre, 2 Queen’s Road Central, Hong Kong

                	 
      
	 
      	 
      	 
      
	
                  Fax:

                	
                  +65
      6518 6036 / +852 2700 3450

                	 
      
	 
      	 
      	 
      
	
                  Attention:

                	
                  Daniel
      Kong / Natalie Fung

                	 
      
	 
      	 
      	 
      
	
                  E-mail:

                	
                  daniel.kong@sg.abnamro.com
      / natalie.fung@hk.abnamro.com

                	 
      


        

      

       


      
        
          
             

          

           


        

        
          - 91 -

          
            

          

        

        
           


        

      


      ABN
AMRO BANK N.V., SINGAPORE BRANCH

       

      as
Security Trustee

       

      
        
          
            	
                    By:

                  	
                    SGD
      KAREN HENG (MANAGER)

                  	
                    SGD
      IRENE NG (ASSISTANT MANAGER)

                  
	 
      	 
      	 
      
	
                    Address:

                  	
                    One
      Raffles Quay

                  	 
      
	 
      	
                    South
      Tower, Level 26

                  	 
      
	 
      	
                    Singapore
      048583

                  	 
      
	 	 	 
	
                    Fax:

                  	
                    +65
      6518 6035 / 6012

                  	 
      
	 	 	 
	
                    Attention:

                  	
                    Yong
      Peck Yuen / Irene Ng

                  	 
      
	 	 	 
	
                    E-mail:

                  	
                    peck.yuen.yong@sg.abnamro.com
      / irene.ng@sg.abnamro.com

                  	 
      


          



      


      
        
          
             

          

           


        

        
          - 92 -

          
            

          

        

        
           


        

      


      CITIGROUP
GLOBAL MARKETS SINGAPORE PTE LTD

      as
Mandated Lead Arranger

      


        
          	
                  By:

                	
                  SGD
      RONNY CHNG (DIRECTOR)

                
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  Citigroup
      Global Markets Singapore Pte. Ltd.

                
	
                   

                	48F,
      Citibank Tower, Citibank Plaza
	 
      	
                  No.
      3 Garden Road, Central

                
	 
      	
                  Hong
      Kong

                
	 
      	 
      
	
                  Fax:

                	
                  +852
      2521 8725 / +852 3018 7549

                
	 
      	 
      
	
                  Attention:

                	
                  Shailesh
      Venkatraman / Adnan Meraj

                
	 
      	 
      
	
                  E-mail:

                	
                  shailesh.venkatraman@citi.com
      / adnan.meraj@citi.com

                


        

      

       


      
        
          
             

          

           


        

        
          - 93 -

          
            

          

        

        
           


        

      


      CITIBANK,
N.A., SINGAPORE BRANCH

       

      as
Mandated Lead Arranger and Bank

       

      

        
          	
                  By:

                	
                  SGD
      SILAS LEE (MANAGING DIRECTOR, HEAD OF CORPORATE BANK,
      SINGAPORE)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  3
      Temasek Avenue

                
	 
      	
                  #17-00
      Centennial Tower

                
	 
      	
                  Singapore
      039190

                
	 
      	 
      
	
                  Fax:

                	
                  6328-5402
      / 6426-8118

                
	 
      	 
      
	
                  Attention:

                	
                  Michelle
      Lim / Tay Lucy / Freddy Pius

                
	 
      	 
      
	
                  E-mail:

                	
                  michelle.hi.lim@citi.com
      / lucy.tay@citi.com /
freddy.pius@citi.com

                


        



       


      
        
          
             

          

           


        

        
          - 94 -

          
            

          

        

        
           


        

      


      CITICORP
INVESTMENT BANK (SINGAPORE) LIMITED

      as
Facility Agent

       

      


        
          	
                  By:

                	
                  SGD
      DONNY LAM

                
	 
      	
                  SENIOR
      VICE PRESIDENT

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  #09-00
      Tampines Junction

                
	 
      	
                  300
      Tampines Avenue 5

                
	 
      	
                  Singapore
      529653

                
	 	 
	
                  Fax:

                	
                  (65)
      6787 0026

                
	 	 
	
                  Attention:

                	
                  Rebecca
      Yung / Joan Au, Loans Agency Department

                
	 	 
	
                  E-mail:

                	
                  rebecca.yung@citi.com
      /
joan.m.au@citi.com 

                


        



       


      
        
          
             

          

           


        

        
          - 95 -

          
            

          

        

        
           


        

      


      DBS
BANK LTD

       

      as
Original Mandated Lead Arranger and Bank

       

      


        
          	
                  By:

                	
                  SGD
      MILDRED SEOW SIOK ENG (SENIOR VICE PRESIDENT)

                
	 
      	
                  CORPORATE
      AND INVESTMENT BANKING - SYNDICATED FINANCE

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  6
      Shenton Way

                
	 
      	
                  DBS
      Building Tower One

                
	 
      	
                  Singapore
      068809

                
	 	 
	
                  Fax:

                	
                  6323
      5410

                
	 	 
	
                  Attention:

                	
                  Audrey
      Koh / Jacqueline Tan/ Gabrielle Khoo, CIB-Communication, Media &
      Technology

                
	 	 
	
                  E-mail:

                	
                  audreykoh@dbs.com
      / hweeleng@dbs.com /
gabriellekhoo@dbs.com

                


        



      



      
        
          
             

          

           


        

        
          - 96 -

          
            

          

        

        
           


        

      


      OVERSEA-CHINESE
BANKING CORPORATION LIMITED

      as
Original Mandated Lead Arranger

       

      


        
          	
                  By:

                	
                  SGD
      TAN LAY HOON (HEAD OF CAPITAL MARKETS)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  63
      Chulia Street #03-05 OCBC Centre Singapore 049513

                
	 
      	 
      
	
                  Fax:

                	
                  6535-4256

                
	 
      	 
      
	
                  Attention:

                	
                  Tham
      Kong Chiu

                
	 
      	 
      
	
                  E-mail:

                	
                  thamkongchiu@ocbc.com

                


        

      


      
        
          
             

          

           


        

        
          - 97 -

          
            

          

        

        
           


        

      


      OVERSEA-CHINESE
BANKING CORPORATION LIMITED

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      TAN LAY HOON (HEAD OF CAPITAL MARKETS)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  63
      Chulia Street #10-00 OCBC Centre Singapore 049513

                
	 
      	 
      
	
                  Fax:

                	
                  6536-9327

                
	 
      	 
      
	
                  Attention:

                	
                  Clara
      Ng

                
	 
      	 
      
	
                  E-mail:

                	
                  nghnclara@ocbc.com

                


        



       


      
        
          
             

          

           


        

        
          - 98 -

          
            

          

        

        
           


        

      


      BANK
OF TAIWAN, SINGAPORE BRANCH

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      HO KAI CHENG (GENERAL MANAGER)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  80
      Raffles Place

                
	 
      	
                  #28-20,
      UOB Plaza 2

                
	 
      	
                  Singapore
      048624

                
	 	 
	
                  Fax:

                	
                  (65)
      6536 8203

                
	 	 
	
                  Attention:

                	
                  Ms.
      Ravia Lee / Mr. David Yang

                
	 	 
	
                  E-mail:

                	
                  ravia@botsg.com.sg
      / davidy@botsg.com.sg

                


        

      

       


      
        
          
             

          

           


        

        
          - 99 -

          
            

          

        

        
           


        

      


      BANK
SINOPAC, OFFSHORE BANKING BRANCH

      as
Bank

       

      

        
          	
                  By:

                	
                  SGD
      SCOTT C. C. LIU

                
	 
      	
                  TITLE:
      FIRST VICE PRESIDENT AND GENERAL MANAGER

                
	 
      	 
      
	
                  Address:

                	
                  10F,
      9-1, Chien Kuo N.Rd., Sec 2, Taipei 104, Taiwan, ROC / 5F, 17 Bo-ao
      Rd.,

                
	 
      	
                  Jhongjheng
      District, Taipei 104, Taiwan (R.O.C.)

                
	 	 
	
                  Fax:

                	
                  +886
      2 2515 5181 / + 886 2 2748 7559

                
	 	 
	
                  Attention:

                	
                  Kofei
      Chien / Lillian Yang

                
	 	 
	
                  E-mail:

                	
                  chienkofei@sinopac.com
      / Lillian.yang@sinopac.com

                


        



        
          
            
               

            

             


          

          
            - 100 -

            
              

            

          

          
             


          

        



      BAYERISCHE
HYPO- UND VEREINSBANK AG, SINGAPORE BRANCH

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      TAN HWEE KOON (VICE PRESIDENT)

                	
                  SGD
      SOO THEAN LING (MANAGING DIRECTOR, HEAD OF CREDIT RISK - ASIA
      PACIFIC)

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  Address:

                	
                  30
      Cecil Street #25-01

                	 
      
	 
      	
                  Prudential
      Tower

                	 
      
	 
      	
                  Singapore
      049712

                	 
      
	 	 	 
	
                  Fax:

                	
                  (65)
      64133 771

                	 
      
	 	 	 
	
                  Attention:

                	
                  Ms
      Cheah Soo Lee / Ms Tsen Mei Chi / Ms Tan Hwee Koon

                	 
      
	 	 	 
	
                  E-mail:

                	
                  soo.lee.cheah@hvbasis.com
      / meichi.tsen@hvbasia.com  / hweekoon.tan@hvbasia.com

                	 
      


        




      
        
          
             

          

           


        

        
          - 101 -

          
            

          

        

        
           


        

      


      CHINA
DEVELOPMENT INDUSRTIAL BANK

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      JAMES MENG (SENIOR VICE PRESIDENT)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  1
      Fl,

                
	 
      	
                  No.
      125 Nanking East Road,

                
	 
      	
                  Section
      5,

                
	 
      	
                  Taipei
      105,

                
	 
      	
                  Taiwan,
      ROC

                
	 	 
	
                  Fax:

                	
                  (886)
      227562967

                
	 	 
	
                  Attention:

                	
                  Jolin
      Hsu, Assistant Vice President, Institutional Banking
      Department

                
	 	 
	
                  E-mail:

                	
                  shuchuang@cdibank.com

                


        





      
        
          
             

          

           


        

        
          - 102 -

          
            

          

        

        
           


        

      


      ENTIE
COMMERCIAL BANK

      as
Bank

       

      


        
          	 
      	 
      
	
                  By:

                	
                  SGD
      SHEN KUO HUA

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  No.158,Sec.3,Minsheng
      East Rd .,Taipei,Taiwan,R.O.C

                
	 	 
	
                  Fax:

                	
                  886-2-2514-0846

                
	 	 
	
                  Attention:

                	
                  Tina
      Chou

                
	 	 
	
                  E-mail:

                	 
      


        



        
          
            
               

            

             


          

          
            - 103 -

            
              

            

          

          
             


          

        



      FAR
EASTERN INTERNATIONAL BANK

      as
Bank

       

      


      


        
          	
                  By:

                	
                  SGD
      劉文仲 (Manager)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  26F,
      No. 207. Tun Hwa S. Rd., Sec., 2, Taipei

                
	 
      	
                  106,
      Taiwan, R.O.C.

                
	 
      	 
      
	
                  Fax:

                	
                  886
      2 2376 5721

                
	 
      	 
      
	
                  Attention:

                	
                  Jeff
      Wu / Stanley Yang

                
	 
      	 
      
	
                  E-mail:

                	
                  jeffwu@feib.com.tw
      / skyeryang@feib.com.tw

                


        



       

       

      



      
        
          
             

          

           


        

        
          - 104 -

          
            

          

        

        
           


        

      


      INDUSTRIAL
BANK OF TAIWAN

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      SOPHIA CHUNG (SENIOR VICE PRESIDENT)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  No.
      99, Sec. 2

                
	 
      	
                  Tiding
      Blvd., Neihu District

                
	 
      	
                  Taipei,
      Taiwan, R.O.C.

                
	 
      	 
      
	
                  Fax:

                	 
      
	 
      	 
      
	
                  Attention:

                	
                  Jeff
      Yang

                
	 
      	 
      
	
                  E-mail:

                	
                  jefferyyang@ibt.com.tw

                


        



       


      
        
          
             

          

           


        

        
          - 105 -

          
            

          

        

        
           


        

      


      HUA
NAN COMMERCIAL BANK, LTD. SINGAPOR BRANCH

      as
Bank

       

      


        
          	 
      	 
      
	
                  By:

                	
                  SGD
      DAVID Y. L. HUANG (GENERAL MANAGER)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  80,
      Robinson Road, #14-03,

                
	
                  Singapore
      068898

                	 
      
	 
      	 
      
	
                  Fax:

                	
                  (65)
      6324 2878

                
	 
      	 
      
	
                  Attention:

                	
                  Mr.
      Jeff Lai / Ms. Wendy Soon / Ms. Kathy Chang

                
	 
      	 
      
	
                  E-mail:

                	
                  credit@hncb.com.sg

                


        




       

       


      
        
          
             

          

           


        

        
          - 106 -

          
            

          

        

        
           


        

      


      LAND
BANK OF TAIWAN, SINGAPORE BRANCH

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      CHENG HUI HOU (GENERAL MANAGER)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  80
      Raffles Place

                
	 
      	
                  #34-01,
      UOB Plaza 1

                
	 
      	
                  Singapore
      048624

                
	 
      	 
      
	
                  Fax:

                	
                  (65)
      6349 4550 / (65) 6349 4532

                
	 
      	 
      
	
                  Attention:

                	
                  Maggie
      W.L. Cheng / Priscilla Tan, Loan Admin Department

                
	 
      	 
      
	
                  E-mail:

                	
                  052175@landbank.com.tw
      / sg0003@landbank.com.tw

                


        



       


      
        
          
             

          

           


        

        
          - 107 -

          
            

          

        

        
           


        

      


      MEGA
INTERNATIONAL COMMERCIAL BANK CO. LTD, SINGAPORE BRANCH

       

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      HUANG HSIAO-HO (VICE PRESIDENT & GENERAL PRESIDENT &
      GENERAL

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                  Fax:

                	
                  (65)
      6227-1858

                
	 
      	 
      
	
                  Attention:

                	
                  Mr.
      Tsai Tsung Yao / Lock Ten Khai

                
	 
      	 
      
	
                  E-mail:

                	
                  icbcloan@singnet.com.sg

                


        




      
        
          
             

          

           


        

        
          - 108 -

          
            

          

        

        
           


        

      


      RHB
BANK BHD (SINGAPORE BRANCH)

       

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      JASON WONG (HEAD OF CORPORATE & COMMERCIAL BANKING)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  90,
      Cecil Street #03-00

                
	 
      	
                  Corporate
      & Commercial Banking

                
	 
      	
                  Singapore
      0369531

                
	 
      	 
      
	
                  Fax:

                	
                  6225
      7933

                
	 
      	 
      
	
                  Attention:

                	
                  Mr
      Lionel Chew / Lim Yen Choo

                
	 
      	 
      
	
                  E-mail:

                	
                  lionel_chew@rhbbank.com.sg
      /
lim_yen_choo@rhbbank.com.sh

                


        




      
        
          
             

          

           


        

        
          - 109 -

          
            

          

        

        
           


        

      


      RAIFFEISEN
ZENTRALBANK OESTERREICH AG, SINGAPORE BRANCH

       

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      SHARAJ BAJPAI (DIRECTOR, HEAD OF INVESTMENTS AND CREDIT TRADING, GLOBAL
      MARKETS ASIA)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  One
      Raffles Quay #38-01 North Tower

                
	 
      	
                  Singapore
      048583

                
	 	 
	
                  Fax:

                	
                  (+65)
      6305 6151

                
	 	 
	
                  Attention:

                	
                  James
      LIEW / Jeremy WEE / Doreen KOH / Vivian CHEW / Buck Hui
  KOH

                
	 	 
	
                  E-mail:

                	
                  james.liew@sg.rzb.at
      / Jeremy.wee@sg.rzb.at / Doreen.koh@sg.rzb.at / Vivian.chew@sg.rzb.at /
      buckhui.koh@sg.rzb.at

                


        




      
        
          
             

          

           


        

        
          - 110 -

          
            

          

        

        
           


        

      


      THE
SHANGHAI COMMERCIAL & SAVINGS BANK. LTD

       

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      GENE TSAO (SENIOR VICE PRESIDENT & MANAGER)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  50,
      SEC. 3 Chin Cheng Rd.,

                
	 
      	
                  Tu
      Cheng City Taipei Hsin

                
	 
      	
                  Taiwan
      R.O.C.

                
	 
      	 
      
	
                  Fax:

                	
                  886-2-2263-5053

                
	 
      	 
      
	
                  Attention:

                	
                  Jeff
      Chen, Assistance V.P.

                
	 
      	 
      
	
                  E-mail:

                	
                  effchen@scsb.com.tw

                


        



       


      
        
          
             

          

           


        

        
          - 111 -

          
            

          

        

        
           


        

      


      SUMITOMO
MITSUI BANKING CORPORATION, SINGAPORE BRANCH

       

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      MASAYA HIRAYAMA

                
	 
      	
                  JOINT
      GENERAL MANAGER

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  3
      Temasek Avenue

                
	 
      	
                  #06-01
      Centennial Tower

                
	 
      	
                  Singapore
      039190

                
	 
      	 
      
	
                  Fax:

                	
                  65-6882
      0490

                
	 
      	 
      
	
                  Attention:

                	
                  Jin
      Poh Choo

                
	 
      	 
      
	
                  E-mail:

                	
                  jin_pohchoo@sg.smbc.co.jp

                


        




      
        
          
             

          

           


        

        
          - 112 -

          
            

          

        

        
           


        

      


      SUNNY
BANK OFFSHORE BANKING UNIT

       

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      JACK CHEN

                
	 
      	
                  MANAGER

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  1F
      No.143 Fu Hsin N Road,

                
	 
      	
                  Taipei

                
	 
      	
                  Taiwan

                
	 
      	 
      
	
                  Fax:

                	
                  886
      2 271 97599

                
	 
      	 
      
	
                  Attention:

                	
                  Ming-Yu
      Li

                
	 
      	 
      
	
                  E-mail:

                	
                  s65247@sunnybank.com.tw

                


        




       


      
        
          
             

          

           


        

        
          - 113 -

          
            

          

        

        
           


        

      


      TAIPEI
FUBON COMMERCIAL BANK

       

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      JOHNNY WANG (SENIOR VICE PRESIDENT)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  6th
      Floor

                
	 
      	
                  No.
      169

                
	 
      	
                  Section
      4 Jen Ai Road

                
	 
      	
                  Taipei
      10686 Taiwan

                
	 
      	 
      
	
                  Fax:

                	
                  +886-2-6639-0033

                
	 
      	 
      
	
                  Attention:

                	
                  Mr.
      Calvin Liaw

                
	 
      	 
      
	
                  E-mail:

                	
                  calvin.liaw@fubon.com

                


        




      
        
          
             

          

           


        

        
          - 114 -

          
            

          

        

        
           


        

      


      TAISHIN
INTERNATIONAL BANK

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      JAY LIN

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  10F.,
      No 118, Sec.4, Ren-ai Rd. Da-an District, Taipei City

                
	 
      	
                  106,
      Taiwan (R.O.C.)

                
	 
      	 
      
	
                  Fax:

                	
                  886-2-3707-6973

                
	 
      	 
      
	
                  Attention:

                	
                  Jay
      Lin

                
	 	 
	Email:	 
      


        

      

       

       

       


      
        
          
             

          

           


        

        
          - 115 -

          
            

          

        

        
           


        

      


      TA
CHONG BANK LTD.

      as
Bank

       

      


      


        
          	
                  By:

                	
                  CHIENG-PING
      CHEN (CHAIRMAN)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  No.
      201, Tung Hwa N Road

                
	
                   

                	Taipei,
      Taiwan, R.O.C.
	 
      	 
      
	
                  Fax:

                	
                  86-2-2712-0309

                
	 
      	 
      
	
                  Attention:

                	
                  Kao
      Wei Yu

                
	 
      	 
      
	
                  Email:

                	 
      


        




      
        
          
             

          

           


        

        
          - 116 -

          
            

          

        

        
           


        

      


      UNITED
OVERSEAS BANK LIMITED

       

      as
Bank

       

      


        
          	
                  By:

                	
                  SGD
      TAN KET KIONG (SENIOR VICE PRESIDENT)

                
	 
      	 
      
	 
      	 
      
	
                  Address:

                	
                  1
      Raffles Place

                
	 
      	
                  #10-00
      OUB Centre

                
	 
      	
                  Singapore
      048616

                
	 
      	 
      
	
                  Fax:

                	
                  65381982
      / 65382449

                
	 
      	 
      
	
                  Attention:

                	
                  Mr
      Gan Tit Thiam / Ms Mathilda Lum / Mr Philip Phua

                
	 
      	 
      
	
                  E-mail:

                	
                  Gan.TitThiam@UOBgroup.com
      / Mathilda.LumWL@UOBgroup.com /
  Philip.PhuaTP@UOBgroup.com

                


        




      


       

      


      
        
          
          

        

        
          - 117 -

          
            

          

        

        
          
          

        

      

       

      


       

      


       

      


       

      L:\fsdcomm\kcw\2008000324
(TECH)\Facility Agreement\FA v.16 (Conformed).doc

      
        - 118 -