exv10w10



 






Exhibit 10.10



Wells
Fargo Foothill, Inc.



EXHIBIT I




FORM OF CONFIRMATION 




	 	 	 
	To:

	 	SMART Modular Technologies (WWH),
Inc.
	 

	 	c/o SMART Modular Technologies, Inc.
	 

	 	4211 Starboard Drive
	 

	 	Fremont, CA 94538
	 
	 	 
	 

	 	ATTENTION: Jack Pacheco, Chief Financial Officer
	 
	 	 
	 

	 	Fax: (510) 380-8500
	 

	 	Telephone: (510) 624-8134
	 
	 	 
	From:

	 	Wells Fargo Foothill, Inc.
	 

	 	Paz Hernandez
	 

	 	2450 Colorado Avenue, Suite 3000 West
	 

	 	Santa Monica, CA 90404
	 
	 	 
	 

	 	Fax No.:
    (310) 453-7442
	 

	 	Telephone: (310) 453-7260
	 
	 	 
	Re:

	 	USD $41,250,000 Interest Rate Swap Transaction (31133)
	 
	 	 
	Date:

	 	April 26, 2005





Dear Mr. Pacheco:



The
purpose of this letter agreement is to confirm the terms and conditions of the Transaction
entered into between Wells Fargo Foothill, Inc. and you on the Trade Date specified below (the
“Transaction”). This communication constitutes a “Confirmation” as referred to in the Master
Agreement specified below.



The definitions and provisions contained in the 2000 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc. (“ISDA”)), including the Annex to the 2000
ISDA Definitions (the “Definitions”), are incorporated into this Confirmation. In the event of
any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.





	1.	 	This confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement
dated as of
April 20, 2005, (as the same may be amended, modified or supplemented from time to time, the
“Agreement”) between Wells Fargo Foothill, Inc. and you. This communication itself constitutes a
binding agreement setting forth the essential terms of the
Transaction described herein. All provisions
contained in the Agreement shall govern this Confirmation except as expressly modified below.
	 
	2.	 	The terms of the particular Transaction to which this Confirmation relates are as follows:





	 	 	 
	Parties
to the Transaction:
	 	 
	 

	 	WELLS FARGO FOOTHILL, INC.
	 

	 	Party A
	 
	 	 
	 

	 	SMART MODULAR TECHNOLOGIES (WWH), INC.
	 

	 	Party B






	 	 	 	 	 
	 

	 	 	 	 
	TRADE NUMBER 31133 ISDA Confirm

	 	 	1	 






 









 






	 	 	 
	Notional Amount:
	 	USD $41,250,000
	 
	 	 
	Trade Date:
	 	April 26, 2005
	 
	 	 
	Effective Date:
	 	April 28, 2005, subject to
adjustment in accordance
	 
	 	with the Following Business Day Convention.
	 
	 	 
	Termination Date:
	 	April 1, 2008, subject to adjustment in accordance
	 
	 	with the Following Business Day Convention.
	 
	 	 
	Fixed Amounts:
	 
	 	 
	Fixed Rate Payer:
	 	Party B
	 
	 	 
	Fixed Rate Payer
	 	 
	Payment Dates:
	 	The 1st day of each July, October, January and April
	 
	 	beginning with July 1, 2005, and thereafter continuing
	 
	 	until the Termination Date, subject to adjustment in
	 
	 	accordance with the Following Business
	 
	 	Day Convention.
	 
	 	 
	Calculation Period:
	 	From the 1st day of each July, October, January and
	 
	 	April beginning with April 28, 2005, up to the 1st
	 
	 	day of the following quarter, continuing until the
	 
	 	Termination Date, subject to adjustment in accordance
	 
	 	with the Following Business Day
Convention.
	 
	 	The initial Calculation Period will be April 28,
	 
	 	2005 to July 1, 2005.
	 
	 	 
	Fixed Rate:
	 	4.28%
	 
	 	 
	Fixed Rate Day Count Fraction:
	 	30/360 —Unadjusted
	 
	 	 
	Floating Amounts:
	 
	 	 
	Floating Rate Payer:
	 	Party A
	 
	 	 
	Floating Rate Payer
	 	 
	Payment Dates:
	 	The 1st day of each July, October, January and April
	 
	 	beginning with July 1, 2005, and thereafter
	 
	 	continuing until the Termination Date, subject to
	 
	 	adjustment in accordance with the
Following Business Day Convention.
	 
	 	 
	Calculation Period:
	 	From the 1st day of each July, October, January and
	 
	 	April beginning with April 28,
2005, up to the 1st
	 
	 	day of the following quarter, continuing until the
	 
	 	Termination Date,  subject to adjustment in
	 
	 	accordance with the Following Business Day
	 
	 	Convention. The initial Calculation Period will
	 
	 	be April 28, 2005 to July 1, 2005.
	 
	 	 
	Floating Rates Option:
	 	USD-LIBOR-BBA
	 
	 	 
	Designated Maturity:
	 	Three (3) month
	 
	 	 
	Spread:
	 	None
	 
	 	 
	Floating Rate Day
	 	 
	Count Fraction:
	 	30/360 —Unadjusted






	 	 	 	 	 
	 

	 	 	 	 
	TRADE NUMBER 31133 ISDA Confirm

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	Floating
Rate for Initial
Calculation Period:
	 	3.18688%
	 
	 	 
	Reset Dates:
	 	The first day of each Calculation Period, subject to
	 
	 	adjustment in accordance with the Following Business
	 
	 	Day Convention. The first Reset Date is April 28,
	 
	 	2005.
	 
	 	 
	Method of Averaging:
	 	Inapplicable
	 
	 	 
	Compounding:
	 	Inapplicable
	 
	 	 
	Business Days:
	 	New York
	 
	 	 
	Credit Support Document:
	 	The Guaranty of each Guarantor, as defined in the
	 
	 	Loan Agreement, in favor of Party A as Agent for the
	 
	 	Lenders, dated as of April 16, 2004, as modified by
	 
	 	that certain Amended and Restated Loan and Security
	 
	 	Agreement dated March 28, 2005, as further modified by
	 
	 	that certain First Amendment to
Guaranty dated as of
	 
	 	April 20, 2005 and as further modified from time to
	 
	 	time; and
	 
	 	 
	 
	 	The Loan Agreement, as the same may be amended,
	 
	 	supplemented, modified, renewed, replaced,
	 
	 	consolidated, substituted or
extended from time to
	 
	 	time
	 
	 	 
	Credit Support Provider for Party B:
	 	SMART Modular Technologies, Inc., SMART Modular
	 
	 	Technologies (Puerto Rico) Inc., SMART Modular
	 
	 	Technologies (Europe) Limited, SMART Modular
	 
	 	Technologies (Global), Inc., SMART Modular Technologies
	 
	 	(DH), Inc., SMART Modular Technologies (DE), Inc.,
	 
	 	SMART Modular Technologies (CI), Inc., SMART Modular
	 
	 	Technologies (Foreign Holdings), Inc., SMART Modular
	 
	 	Technologies Indústria de Componentes Eletrõnicos
	 
	 	Ltda., SMART Modular Technologies SDN, BHD., and
	 
	 	Modular Brasil Participações Ltda.
	 
	 	 
	Account Details:
	 
	 	 
	Payment to Party A:
	 	Made via debit to Foothill Loan Account
	 
	 	(Loan No. SMT000)
	 
	 	 
	Payment to Party B:
	 	Made via credit to Foothill Loan Account
	 
	 	(Loan No. SMT000)
	 
	 	 
	Calculation Agent:
	 	Party A







	3.	 	Please confirm that the foregoing correctly sets forth the terms of our agreement
by having an authorized officer sign one copy of this telecopy Confirmation and returning it
to us by telecopier to:




Wells Fargo Foothill, Inc.

Attention: Paz Hernandez

Fax No: (310) 453-7442




	4.	 	Each party represents and warrants that, in connection with the negotiation of and entering
into this Agreement, any Credit Support Document and each Transaction (i) the other party
hereto is not acting as a fiduciary or a financial or investment advisor for it; (ii) it is
not relying upon any advice, counsel or






	 	 	 	 	 
	 

	 	 	 	 
	TRADE NUMBER 31133 ISDA Confirm

	 	 	3	 







 









 




representations (whether written or oral) of the other party hereto other than the representations expressly set forth in this Agreement, in
such Credit Support Document and in any Confirmation; (iii) the other party hereto has not given to it any advice or counsel as to the expected
or projected success, return, performance, result, consequence or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of this
Agreement, such Credit Support Document or such Transaction; (iv) it has consulted with its own legal, regulatory, tax, business, investment financial
and accounting advisors to the extent it has deemed necessary and has made its own investment, hedging, and trading decisions (including decisions
regarding the suitability of such Transaction pursuant to this Agreement) based upon its own judgment and upon any advice from such advisors as it has
deemed necessary and not upon any view expressed by the other party hereto; (v) all trading decisions have been the result of arms length negotiations
between the parties; and (vi) it is entering into this Agreement, such Credit Support Document and such Transaction with a full understanding of all of
the terms, conditions and risks thereof (economic and otherwise), and it is capable of assuming and willing to assume (financially and otherwise) those risks.




	5.	 	This Confirmation will be governed by and construed in accordance with the
laws of the State of New York without reference to choice of law doctrine.





	 	 	 	 	 
	Yours sincerely,	 	 
	 
	 	 	 	 
	WELLS FARGO
FOOTHILL, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Paz Hernandez	 	 
	 

	 	 
	 	 
	Name:

	 	Paz Hernandez	 	 
	Its:

	 	Senior Vice President	 	 
	 
	 	 	 	 
	Confirmed as of the date first above written:	 	 
	 
	 	 	 	 
	SMART MODULAR
TECHNOLOGIES (WWH), INC.,	 	 
	a company incorporated under the laws of the Cayman Islands	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jack Pacheco	 	 
	 

	 	 
	 	 
	Name:

	 	Jack Pacheco	 	 
	Its:

	 	VP/ CFO	 	 






	 	 	 	 	 
	 

	 	 	 	 
	TRADE NUMBER 31133 ISDA Confirm

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