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Exhibit 10.11
  
  MASTER AGREEMENT
  WELLS FARGO BANK, N.A.
    
    and
    
    SMART MODULAR TECHNOLOGIES
(WWH), INC.,
   1. Interpretation
 Definitions,
 Inconsistency,
 Single Agreement.
 2. Obligations
 General Conditions.
    ©




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Change of Account .
 Netting.
     Deduction or Withholding for Tax.
 Gross-Up.
       ®
 2




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Liability .
     Default Interest; Other Amounts.
 3. Representations
  Basic Representation .
 Status . It
 Powers .
 No Violation or Conflict.
 Consents.
 Obligations Binding.
 ®
 3




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Absence of Certain Events.
 Absence of Litigation,
 Accuracy of Specified Information.
 Payer Tax Representation.
 Payee Tax Representations.
 4. Agreements
 or
 Furnish Specified Information.
     Maintain Authorisations.
 Comply with Laws.
 Tax Agreement.
 ®
 4




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Payment of Stamp Tax.
 5. Events of Default and Termination Events
 Events of Default.
 Failure to Pay or Deliver.
 Breach of Agreement.
 Credit Support Default.
    Misrepresentation.
 Default under Specified Transaction.
 Cross Default.
 ®
 5




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Bankruptcy.
  Merger Without Assumption.
   Termination Events.
 Illegality.
 ®
 6




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Tax Event.
 Tax Event Upon Merger.
 Credit Event Upon Merger.
 Additional Termination Event.
 Event of Default and Illegality.
 ®
 7




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6. Early Termination
 Right to Terminate Following Event of Default.
 Right to Terminate Following Termination Event.
 Notice.
 Transfer to Avoid Termination Event. If
   Two Affected Parties.
 Right to Terminate.
    ®
 8




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Effect of Designation.
   Calculations.
 Statement.
 Payment Date.
 Payments on Early Termination.
 Events of Default.
 First Method and Market Quotation.
 First Method and Loss.
 Second Method and Market Quotation.
 ®
 9




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Second Method and Loss.
 Termination Events.
 One Affected Party.
 Two Affected Parties.
    Adjustment for Bankruptcy.
 Pre-Estimate.
 7. Transfer
    ®
 10




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8. Contractual Currency
 Payment in the Contractual Currency.
 Judgments.
 Separate Indemnities.
 Evidence of Loss.
 9.
    
    Miscellaneous
 Entire Agreement.
 Amendments.
 Survival of Obligations.
 Remedies Cumulative.
 ®
 11




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Counterparts and Confirmations.
   No Waiver of Rights. A
 Headings.
 10. Offices; Multibranch Parties
    11. Expenses
  12. Notices
 Effectiveness.
   ®
 12




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Change of Addresses.
 13. Governing Law and Jurisdiction
 Governing Law.
 Jurisdiction.
    Service of Process.
 Waiver of Immunities.
 ®
 13




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14. Definitions
  Additional Termination Event
 Affected Party
 Affected Transactions
 Affiliate
 Applicable Rate
     Burdened Party (b),
 Change in Tax Law
 consent
 Credit Event Upon Merger
 Credit Support Document
 Credit Support Provider
 Default Rate
 Defaulting Party
 Early Termination Date
 Event of Default
 Illegality
 Indemniflable Tax
 ®
 14




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law lawful unlawful
 Local Business Day
 Loss
 Market Quotation
 ®
 15




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Non-default Rate
 Non-defaulting Party
 Office
 Potential Event of Default
 Reference Market-makers
 Relevant Jurisdiction
 Scheduled Payment Date
 Set-off
 Settlement Amount
   Specified Entity
 Specified Indebtedness
 Specified Transaction
 ®
 16




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Stamp Tax
 Tax
 Tax Event
 Tax Event Upon Merger
 Terminated Transactions
 Termination Currency
 Termination Currency Equivalent
 Termination Event
 Termination Rate
 Unpaid Amounts
 ®
 17




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WELLS FARGO BANK, N.A.

    
    
    SMART MODULAR TECHNOLOGIES (WWH), INC.By:

    /s/ Susan K. Payunk
    
    
    By:
    /s/ Jack PachecoName: Susan K. Payunk
Its: Authorized Signatory

    
    
    Name: Jack Pacheco
Its: Vice President & CFO
 ®
 18




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SCHEDULE
  ISDA MASTER AGREEMENT
 April 27, 2007 WELLS FARGO BANK, N.A. SMART MODULAR TECHNOLOGIES (WWH), INC.
 PART1
 Termination Provisions
  Specified Entity
 Specified Transaction
 Cross-Default
    Credit Event Upon Merger
 Automatic Early Termination
 Payments on Early Termination.
 Termination Currency
 19




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Additional Termination Event will apply.
     PART 2
 Tax Representations
 Payer Representations.
 provided
  Payee Representations.
     20




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PART 3
 Agreement to Deliver Documents
  Party Required to
    
    
    
    
    
    Covered by Section 3(d)Deliver Document
    
    Form/Document/Certificate
    
    Date by which to be delivered
    
    RepresentationParty B and Party
A
    
    Resolution adopted by the Board of
Directors, certified by the Secretary
or an Assistant Secretary,
authorizing
the execution, delivery and
performance of this Agreement and
each Confirmation
    
    Within 60 days from the
date of this Agreement
    
    YesParty B and Party A
    
    Specimen signature certificate of the
Secretary or an Assistant Secretary,
setting out names and specimen
signatures of each person or persons
authorized on behalf of the party to
execute and deliver this Agreement
and each Confirmation
    
    Within 60 days from the
date of this Agreement
    
    YesParty B
    
    The Credit Support documents), if
any, listed in Part 4, Section (F)
    
    Concurrent with the
execution of this
Agreement
    
    YesParty B
    
    IRS Form W-8BEN, or any
successor form thereto
    
    Concurrent with the
execution of this
Agreement, promptly
upon
reasonable demand by
Party A and promptly
upon
learning that any such
form
previously provided by
Party B has become
obsolete or incorrect.
    
    YesParty B
    
    Additional information with respect
to Party B as Party A may reasonably
request from time to time
    
    Promptly upon request
    
    Yes
 21




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PART 4
 Miscellaneous
 Addresses for Notices
  Address:
    
    SMART Modular Technologies (WWH), Inc.
4211 Starboard Drive 
Fremont, CA 94538 
Fax: 510 360-8500 
Telephone: (510)624-8134 
Attention: Jack Pacheco, Chief Financial Officer 
E-mail Address:jack.pacheco@smartm.com
  Address:
    
    Wells Fargo Bank, N.A. 
Financial Products (AU #1857) 
550 California Street, 12th Floor 
MAC A0112-121 
San Francisco, California 94104 
Telecopy No.: (415)986-2604
Confirmation No.: (415)222-3847 
Attention: Documentation Group
  Address:
    
    Wells Fargo Bank, N.A. 
550 California Street, 12th Floor 
MAC A0112-121 
San Francisco, California 94104 
Facsimile No.: (415) 646-9208 
Attention: Back Office Operations - Settlements
 Process Agent
 (C)
    
    Offices. The provisions of Section 10(a) will apply to this Agreement.(D)
    
    Multibranch Party. For the purpose of Section 10(c) of this Agreement:Party A is not a Multibranch Party.Party B is not a Multibranch Party.(E)
    
    Calculation Agent. The Calculation Agent is Party A.(F)
    
    Credit Support Document.Credit Support Document means, in relation to Party A: None.
 22




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Credit Support Provider
   Governing Law
 Netting of Payments
 Affiliate
 PART 5
 Other Provisions
 Confirmations
   Definitions &
 23




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Notice of Event of Default
 Additional Representations
 Eligible Contract Participant.
 No Agency.
 Creditworthiness.
 Individual Negotiation.
 Assessment and Understanding.
 Non-Reliance.
   Accuracy of Specified Information.
 Right of Setoff
 Set-off.
 24




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Inconsistency Among Definitions or Provisions
 Incorporation by Reference of Terms of the Loan Agreement provided
 Severability.
 25




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WAIVER OF JURY TRIAL
 Events of Default
 Breach of Agreement
 Condition Precedent
  Bankruptcy
 RISK DISCLOSURE
 Consent to Recording
  Party A
    
    
    
    Party BWELLS FARGO BANK, N.A.
    
    
    
    SMART MODULAR TECHNOLOGIES (WWH), INC.By: /s/ Susan K. Payunk
    
    
    
    By: /s/ Jack PachecoName: Susan K. Payunk
    
    
    
    Name: Jack PachecoIts: Authorized Signatory
    
    
    
    Its: Vice President & CFO
 26




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EXHIBIT A
 RISK DISCLOSURE
     27




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Hedging Authority Resolution
 Adopted by the Board of Directors of
 SMART MODULAR TECHNOLOGIES (WWH), INC.
 
  WHEREAS,
 WHEREAS,
 WHEREAS,
 RESOLVED,
 RESOLVED,
 RESOLVED,
 Page 1 of 2




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Name
    
    Title
    
    
    
    Specimen SignatureIAIN MACKENZIE
    
    CEO/PRESIDENT/DIRECTOR
    
    
    
    /s/ Iain MackenziePrint Name
    
    Title
    
    
    
    SignatureJACK A. PACHECO
    
    SVP/CFO
    
    
    
    /s/ Jack A. PachecoPrint Name
    
    Title
    
    
    
    SignatureANN T. NGUYEN
    
    GENERAL COUNSEL/SECRETARY
    
    
    
    /s/ Ann T. NguyenPrint Name
    
    Title
    
    
    
    Signature
 th
 By: Ann T. NguyenName: ANN T. NGUYENTitle: Secretary
    
    
    .
 Page 2 of 2