exv4w7



 







Exhibit 4.7




EXECUTION COPY




INTERCOMPANY SUBORDINATION AGREEMENT




          THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of March 28, 2005, is
made among the Obligors (as defined below) and US BANK NATIONAL ASSOCIATION, a national banking
association, as Trustee (in such capacity, “Trustee”) for the holders of the Notes described below
(the “Noteholders”).



          WHEREAS, the Obligors and Trustee are parties to that certain Indenture, dated as of even date
herewith (as amended from time to time, the “Indenture”), governing $125,000,000 principal amount
of Senior Secured Floating Rate Notes due 2012 (the “Notes”) of SMART Modular Technologies (WWH),
Inc. (the “Company”), which Notes are guaranteed by the guarantors listed on the signature pages
hereto (the “Guarantors” and, together with the Company, the “Obligors”);



          WHEREAS, certain Obligors have made or may make certain loans or advances from time to time to
one or more other Obligors;



          WHEREAS, each Obligor has agreed to the subordination of such indebtedness of each other
Obligor to such Obligor, upon the terms and subject to the conditions set forth in this
Agreement and the Intercreditor Agreement.



          NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions,
representations, and warranties set forth herein and for other good and valuable consideration, the
parties hereto agree as follows:



          SECTION 1. Definitions; Interpretation.



          (a) Terms Defined in Indenture. All capitalized terms used in this Agreement and not otherwise
defined herein shall have the meanings assigned to them in the Indenture.



          (b) Certain Defined Terms. As used in this Agreement, the following terms shall have the
following meanings:



          “Agreement” has the meaning set forth in the preamble to this Agreement.



          “Guarantors” has the meaning set forth in the recitals hereto.



          “Insolvency Event” has the meaning set forth in Section 3.



          “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the date
hereof, by and among Wells Fargo Foothill, Inc., as Credit Agent, the Trustee, and the Obligors.



          “Notes” has the meaning set forth in the recitals hereto.



          “Obligors”has the meaning set forth in the recitals hereto.



 









 





          “Senior Debt” means the “Obligations” (as defined in the Indenture) of any Obligor.



          “Subordinated Debt” means, with respect to each Obligor, all indebtedness, liabilities, and
other obligations of any other Obligor owing to such Obligor in respect of any and all loans or
advances made by such Obligor to such other Obligor whether now existing or hereafter arising, and
whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or
undetermined, including all fees and all other amounts payable by any other Obligor to such Obligor
under or in connection with any documents or instruments related thereto.



          “Subordinated Debt Payment” means any payment or distribution by or on behalf of an Obligor,
directly or indirectly, of assets of such Obligor of any kind or character, whether in cash,
property, or securities (including on account of the purchase, redemption, or other acquisition
of Subordinated Debt) as a result of a collection, sale, or other disposition of Collateral, or by
setoff, exchange, or in any other manner, in each case for or on account of the Subordinated Debt.



          “Trustee” has the meaning set forth in the preamble to this Agreement.



          (c) Interpretation. Unless the context of this Agreement clearly requires otherwise,
references to the plural include the singular, references to the singular include the plural, the
term “including” is not limiting, and the term “or” has, except where otherwise indicated, the
inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,”
“hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any
particular provision of this Agreement. Section, subsection, clause, schedule, and exhibit
references are to this Agreement unless otherwise specified. References to agreements and other
contractual instruments shall be deemed to include all subsequent amendments and other
modifications thereto. References to statutes or regulations are to be construed as including all
statutory and regulatory provisions consolidating, amending, or replacing the statute or regulation
referred to. The captions and headings are for convenience of reference only and shall not affect
the construction of this Agreement.



          SECTION 2. Subordination to Payment of Senior Debt. Subject to the Intercreditor Agreement,
as to each Obligor, all payments on account of the Subordinated Debt shall be subject, subordinate,
and junior, in right of payment and exercise of remedies, to the extent and in the manner set forth
herein, to the prior payment, in full, in cash or cash equivalents of the Senior Debt.



          SECTION 3. Subordination Upon Any Distribution of Assets of the Obligors. After the Discharge
of Credit Agreement Obligations, as to each Obligor, in the event of any payment or distribution
of assets of any other Obligor of any kind or character, whether in cash, property, or securities,
upon the dissolution, winding up, or total or partial liquidation or reorganization, readjustment,
arrangement, or similar proceeding relating to such other Obligor or its property, whether
voluntary or involuntary, or in bankruptcy, insolvency, receivership, arrangement, or similar proceedings or upon an
assignment for the benefit of creditors, or upon any other marshaling or composition of the assets
and liabilities of such other Obligor, or otherwise,



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in each case except in connection with any transaction permitted by Section 5.01 of the Indenture
(such events, collectively, the “Insolvency Events”): (i) all amounts owing on account of the
Senior Debt shall first be paid, in full, in cash, or payment provided for in cash or in cash
equivalents, before any Subordinated Debt Payment is made; and (ii) to the extent permitted by
applicable law, any Subordinated Debt Payment to which such Obligor would be entitled except for
the provisions hereof, shall be paid or delivered by the trustee in bankruptcy, receiver, assignee
for the benefit of creditors, or other liquidating agent making such payment or distribution
directly to Trustee for application to the payment of the Senior Debt in accordance with clause
(i), after giving effect to any concurrent payment or distribution or provision therefor to Trustee
or any Noteholder in respect of such Senior Debt.



          SECTION 4. Payments on Subordinated Debt.



          (a) Permitted Payments. Subject to Section 4(b) and the Intercreditor Agreement, each Obligor
may make, and each other Obligor shall be entitled to accept and receive, payments on account of the
Subordinated Debt.



          (b) No Payment Upon Senior Debt Defaults. Upon the occurrence of any Event of Default, and
until such Event of Default is cured or waived, except for Subordinated Debt Payments made in
connection with any transaction permitted under Section 5.01 of the Indenture and the Intercreditor
Agreement, no Obligor shall make, and no Obligor or Subsidiary shall accept or receive, any
Subordinated Debt Payment.



          SECTION 5. Subordination of Remedies. After the Discharge of Credit Agreement Obligations, as
long as any Senior Debt shall remain outstanding and unpaid, upon the occurrence of any Event
of Default and until such Event of Default is cured or waived, except for Subordinated Debt Payments
made in connection with any transaction permitted under Section 5.01 of the Indenture, no Obligor
shall, without the prior written consent of Trustee:




     (a) accelerate, make demand, or otherwise make due and payable prior to the original due
date thereof any Subordinated Debt or bring suit or institute any other actions or proceedings to
enforce its rights or interests in respect of any Subordinated Debt of any other Obligor owing to
such Obligor;




     (b) exercise any rights under or with respect to any guaranties of Subordinated Debt, if any;




     (c) exercise any rights to set-offs and counterclaims in respect of any indebtedness, liabilities, or obligations of such Obligor to any other Obligor against any of the Subordinated Debt; or




     (d) commence, or cause to be commenced, or join with any creditor other than Trustee or the
Noteholders in commencing, any bankruptcy, insolvency, or receivership proceeding against any
other Obligor.



          SECTION 6. Payment Over to Trustee. After the Discharge of Credit Agreement Obligations, in
the event that, notwithstanding the provisions of Section 3, Section 4,




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and Section 5, any Subordinated Debt Payment shall be received in contravention of Section 3,
Section 4, or Section 5 by any Obligor before all Senior Debt is paid, in full, in cash or cash
equivalents, such Subordinated Debt Payment shall be held in trust for the benefit of Trustee and
shall be paid over or delivered to Trustee for application to the payment, in full, in cash or cash
equivalents of all Senior Debt remaining unpaid to the extent necessary to give effect to Section
3, Section 4, and Section 5, after giving effect to any concurrent payments or distributions to
Trustee or any Noteholder in respect of the Senior Debt.



          SECTION 7. Authorization to Trustee. After the Discharge of Credit Agreement Obligations, if,
while any Subordinated Debt is outstanding, any Insolvency Event shall occur and be continuing with
respect to any other Obligor or its property: (i) Trustee hereby is irrevocably authorized and
empowered (in the name of each Obligor or otherwise), but shall have no obligation, to demand, sue
for, collect, and receive every payment or distribution in respect of Subordinated Debt and give
acquittance therefor and to file claims and proofs of claim and take such other action (including
voting any Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement
of any of the rights or interests of Trustee; and (ii) each Obligor shall promptly take such action
as Trustee reasonably may request, to the extent permitted under applicable law, (A) to collect the
Subordinated Debt for the account of Trustee and to file appropriate claims or proofs of claim in
respect of the Subordinated Debt, (B) to execute and deliver to Trustee such powers of attorney,
assignments, and other instruments as it may request to enable it to enforce any and all claims
with respect to the Subordinated Debt, and (C) to collect and receive any and all Subordinated Debt
Payments.



          SECTION 8. Certain Agreements of Each Obligor.



          (a) No Benefits. Each Obligor understands that there may be various agreements between or
among Trustee, on the one hand, and the other Obligors, on the other hand, evidencing and governing
the Senior Debt, and each Obligor acknowledges and agrees that such agreements are not intended to
confer any benefits on such Obligor and that the Trustee shall not have any obligation to such
Obligor or any other Person to exercise any rights, enforce any remedies, or take any actions which
may be available to them under such agreements.



          (b) No Interference. Each Obligor acknowledges that each other Obligor has granted to Trustee
for the benefit of the Noteholders, Liens on all of such other Obligor’s assets (subject to certain
exceptions set forth in the Security Documents and subject to the Intercreditor Agreement), and
agrees not to interfere with or in any manner oppose a disposition of any Collateral by Trustee in
accordance with applicable law and the Security Documents.



          (c) Reliance by Trustee. Each Obligor acknowledges and agrees that the Trustee will have relied
upon and will continue to rely upon the subordination provisions provided for herein and the other
provisions hereof in entering into the Indenture and the Security Documents.



          (d) Waivers. Except as provided under the Indenture and the Intercreditor Agreement, to the
extent permitted by applicable law, each Obligor hereby waives any and all notice of the incurrence
of the Senior Debt or any part thereof and any right to require marshaling of assets.



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          (e) Obligations of Each Obligor Not Affected. Each Obligor hereby agrees, to the extent
permitted by applicable law, that at any time and from time to time, without notice to or the
consent of such Obligor, without incurring responsibility to such Obligor, and without impairing or
releasing the subordination provided for herein or otherwise impairing the rights of Trustee
hereunder, (i) the time for any other Obligor’s performance of or compliance with any of its
agreements contained in the Indenture and the Security Documents may be extended or such
performance or compliance may be waived by Trustee (in accordance with the Security Documents or
the indenture); (ii) the agreements of any other Obligor with respect to the Security Documents or
Indenture may from time to time be modified by such other Obligor or Trustee (in accordance with
the Security Documents or the Indenture) for the purpose of adding any requirements thereto or
changing in any manner the rights and obligations of such other Obligor or Trustee thereunder;
(iii) the manner, place, or terms for payment of Senior Debt or any portion thereof may be altered
or the terms for payment extended, or the Senior Debt may be renewed in whole or in part; (iv) the
maturity of the Senior Debt may be accelerated in accordance with the terms of any present or
future agreement by any other Obligor or Trustee (in accordance with the Security Documents or
Indenture); (v) any Collateral may be sold, exchanged, released, or substituted and any Lien in
favor of Trustee may be terminated, subordinated, or fail to be perfected or become unperfected (in
accordance with the Security Documents); (vi) any Person liable in any manner for Senior Debt may
be discharged, released, or substituted; and (vii) all other rights against the other Obligors, any
other Person, or with respect to any Collateral may be exercised subject to the Intercreditor
Agreement (or Trustee may waive or refrain from exercising such rights in accordance with the
Security Documents or the Indenture).



          (f) Rights of Trustee Not to Be Impaired. No right of Trustee to enforce the
subordination provided for herein or to exercise its other rights hereunder shall at any time in any
way be prejudiced or impaired by any act or failure to act by any other Obligor, Trustee or under or
in connection with the other Security Documents or the Indenture or by any noncompliance by the
other Obligors with the terms and provisions and covenants herein or in any other Security Document
or the Indenture, regardless of any knowledge thereof Trustee may have or otherwise be charged with.



          (g) Financial Condition of the Obligors. Except as provided under the Indenture, no Obligor
shall have any right to require Trustee to obtain or disclose any information with respect to: (i)
the financial condition or character of any other Obligor or the ability of any other Obligor to pay
and perform the Senior Debt; (ii) the existence or nonexistence of any guarantees of, or any other
subordination agreements with respect to, all or any part of the Senior Debt; (iii) any action or
inaction on the part of Trustee; or (iv) any other matter, fact, or occurrence whatsoever.



          (h) Acquisition of Liens or Guaranties. After the Discharge of Credit Agreement Obligations,
except as permitted under the Indenture, no Obligor shall, without the prior consent of Trustee,
acquire any right or interest in or to any Collateral not owned by such Obligor or accept any
guaranties for the Subordinated Debt.



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          SECTION 9. Subrogation.



          (a) Subrogation. After the Discharge of Credit Agreement Obligations, until the payment and
performance in full in cash of all Senior Debt, no Obligor shall have, or directly or indirectly
exercise, any rights that it may acquire by way of subrogation under this Agreement, by any payment
or distribution to Trustee hereunder or otherwise. After the Discharge of Credit Agreement
Obligations, upon the payment and performance in full in cash of all Senior Debt, each Obligor shall
be subrogated to the rights of Trustee to receive payments or distributions applicable to the
Senior Debt until the Subordinated Debt shall be paid in full. For the purposes of the foregoing
subrogation, no payments or distributions to Trustee of any cash, property, or securities to which
any Obligor would be entitled except for the provisions of
Section 3, Section 4, or Section 5
shall, as among such Obligor, its creditors (other than Trustee), and the other Obligors, be deemed
to be a payment by the other Obligors to or on account of the Senior Debt.



          (b) Payments Over to the Obligors. If any payment or distribution to which any Obligor would
otherwise have been entitled but for the provisions of
Section 3, Section 4, or Section 5 shall have
been applied pursuant to the provisions of Section 3,
Section 4, or Section 5 to the payment of all
amounts payable under the Senior Debt, such Obligor shall be entitled to receive from Trustee, as
the case may be, any payments or distributions received by such Person in excess of the amount
sufficient to pay in full in cash all amounts payable under or in respect of the Senior Debt. If any
such excess payment is made to Trustee, such Person shall promptly remit such excess to such Obligor and
until so remitted shall hold such excess payment for the benefit of such Obligor.



          SECTION 10. Continuing Agreement; Reinstatement.



          (a) Continuing Agreement. This Agreement is a continuing agreement of subordination and shall
continue in effect and be binding upon each Obligor until payment and performance in full in cash
of the Senior Debt. The subordinations, agreements, and priorities set forth herein shall remain in
full force and effect regardless of whether any party hereto in the future seeks to rescind, amend,
terminate, or reform, by litigation or otherwise, its respective agreements with the other
Obligors.



          (b) Reinstatement. This Agreement shall continue to be effective or shall be reinstated, as
the case may be, if, for any reason, any payment of the Senior Debt by or on behalf of any other
Obligor shall be rescinded or must otherwise be restored by Trustee, whether as a result of an
Insolvency Event or otherwise.



          SECTION 11. Transfer of Subordinated Debt. After the Discharge of Credit Agreement
Obligations, except as permitted under the Indenture, no Obligor may assign or transfer its rights
and obligations in respect of the Subordinated Debt without the prior written consent of Trustee,
and any such transferee or assignee, as a condition to acquiring an interest in the Subordinated
Debt shall agree to be bound hereby, in form reasonably satisfactory to Trustee.



          SECTION 12. Obligations of the Obligors Not Affected. The provisions of this Agreement are
intended solely for the purpose of defining the relative rights of Each Obligor



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against the other Obligors, on the one hand, and of the Trustee against the Obligors, on the other
hand. Nothing contained in this Agreement shall (i) impair, as between each Obligor and the other
Obligors, the obligation of the other Obligors to pay their respective obligations with respect to
the Subordinated Debt as and when the same shall become due and payable, or (ii) otherwise affect
the relative rights of each Obligor against the other Obligors, on the one hand, and of the
creditors (other than Trustee) of the other Obligors against the other Obligors, on the other hand.



          SECTION 13. Endorsement of Obligor Documents; Further Assurances and Additional Acts.



          (a) Endorsement of Obligor Documents. After the Discharge of Credit Agreement Obligations, at
the request of Trustee, all documents and instruments evidencing any of the Subordinated Debt, if
any, shall be endorsed with a legend noting that such documents and instruments are subject to this
Agreement, and each Obligor shall promptly deliver to Trustee evidence of the same.



          (b) Further Assurances and Additional Acts. After the Discharge of Credit Agreement
Obligations, each Obligor shall execute, acknowledge, deliver, file, notarize, and register at its
own expense all such further agreements, instruments, certificates, financing statements,
documents, and assurances, and perform such acts as Trustee reasonably shall deem necessary or
appropriate to effectuate the purposes of this Agreement, and promptly provide Trustee with evidence
of the foregoing reasonably satisfactory in form and substance to Trustee.



          SECTION 14. Notices. All notices and other communications provided for hereunder shall, unless
otherwise stated herein, be delivered in accordance with the notice provisions contained in the
Indenture.



          SECTION 15. No Waiver; Cumulative Remedies. No failure on the part of Trustee to exercise, and
no delay in exercising, any right, remedy, power, or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege
preclude any other or further exercise thereof or the exercise of any other right, remedy, power,
or privilege. The rights and remedies under this Agreement are cumulative and not exclusive of any
rights, remedies, powers, and privileges that may otherwise be available to Trustee.



          SECTION 16. Intercreditor Agreement. Notwithstanding anything herein to the contrary, this
Agreement and the exercise of any right or remedy by the Trustee hereunder are subject to the
provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern
and control. Notwithstanding anything herein to the contrary, until the Discharge of Credit
Agreement Obligations, the requirements of this Agreement to deliver any documents relating to the
Subordinated Debt to the Trustee shall be deemed satisfied by delivery of such documents to the
Credit Agent (as such term is defined in the Intercreditor Agreement).



          SECTION 17. Survival. All covenants, agreements, representations and warranties made in this
Agreement shall, except to the extent otherwise provided herein, survive the



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execution and delivery of this Agreement, and shall continue in full force and effect so long as any
Senior Debt remains unpaid.



          SECTION 18. Benefits of Agreement. This Agreement is entered into for the sole protection and
benefit of the parties hereto and their successors and assigns, and no other Person shall be a
direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in
connection with, this Agreement.



          SECTION 19. Binding Effect. This Agreement shall be binding upon, inure to the benefit of and
be enforceable by each Obligor, Trustee, and their respective successors and permitted assigns.



          SECTION 20. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



          SECTION 21. SUBMISSION TO JURISDICTION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY
HERETO HEREBY (i) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED
IN THE BOROUGH OF MANHATTAN, COUNTY OF NEW YORK, STATE OF NEW YORK, FOR THE PURPOSE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR IN ANY OTHER COURT
OF ITS OWN CORPORATE DOMICILE, AT THE ELECTION OF THE PLAINTIFF, IN RESPECT OF ACTIONS BROUGHT
AGAINST IT AS A DEFENDANT (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY
OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW.



          SECTION 22. Entire Agreement; Amendments and Waivers.



          (a) Entire Agreement. This Agreement constitutes the entire agreement of each of the Obligors,
and Trustee with respect to the matters set forth herein and supersedes any prior agreements,
commitments, draft, communications, discussions and understandings, oral or written, with respect
thereto.



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          (b) Amendments and Waivers. No amendment or waiver of any provision of this Agreement, and no
consent with respect to any departure by any Obligor therefrom, shall be effective unless the same
shall be in writing and signed by the Trustee and Obligors and made in compliance with the terms of
the Indenture and the Intercreditor Agreement, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No failure by
Trustee to exercise any right, remedy, or option under this Agreement, or delay by Trustee in
exercising the same, will operate as a waiver thereof. No waiver by Trustee on any occasion
shall affect or diminish Trustee’s rights thereafter to require strict performance by each Obligor
of any provision of this Agreement. Trustee’s rights under this Agreement will be cumulative and not
exclusive of any other right or remedy that Trustee may have.



          SECTION 23. Conflicts. In case of any conflict or inconsistency between any terms of this
Agreement, on the one hand, and any documents or instruments in respect of the Subordinated Debt,
on the other hand, then the terms of this Agreement shall control.



          SECTION 24. Severability. Each provision of this Agreement shall be severable from every other
provision of this Agreement for the purpose of determining the legal enforceability of any specific
provision.



          SECTION 25. Interpretation. This Agreement is the result of negotiations between, and have
been reviewed by the respective counsel to, the Obligors and Trustee and is the product of all
parties hereto. Accordingly, this Agreement shall not be construed against Trustee merely because
of their involvement in the preparation hereof.



          SECTION 26. Counterparts; Telefacsimile Execution. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which, when taken together, shall
constitute but one and the same agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile shall be equally effective as delivery of an original executed counterpart of this
Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also
shall deliver an original executed counterpart of this Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and binding effect
of this Agreement.



          SECTION 27. Termination of Agreement. Upon payment and performance in full in cash of the Senior
Debt (other than unmatured contingent obligations) and the termination of the Commitments, this
Agreement shall terminate and Trustee shall promptly execute and deliver to each Obligor such
documents and instruments as shall be reasonably necessary to evidence such termination. Upon the
consummation of any permitted disposition of any party hereto, such party shall be automatically
released from its obligations hereunder, and the Pledgee shall, at the expense of the Pledgor,
execute and deliver such documents, and take such other action, as may be requested from time to
time by such party to evidence such release.



[Signature pages follow.]




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          IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date
first written above.



	 	 	 	 	 	 	 
	 	 	SMART MODULAR TECHNOLOGIES (WWH), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Iain MacKenzie	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Iain MacKenzie	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTED AS A DEED	 	 






[SIGNATURE PAGE TO THE INTERCOMPANY

SUBORDINATION AGREEMENT]














 








	 	 	 	 	 	 	 
	 	 	SMART MODULAR TECHNOLOGIES (GLOBAL), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Nguyen	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ann Nguyen	 	 
	 

	 	 	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTED AS A DEED	 	 






[SIGNATURE PAGE TO THE INTERCOMPANY

SUBORDINATION AGREEMENT]




 









 








	 	 	 	 	 	 	 
	 	 	SMART MODULAR TECHNOLOGIES (DH), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Nguyen	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ann Nguyen	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTED AS A DEED	 	 






[SIGNATURE PAGE TO THE INTERCOMPANY

SUBORDINATION AGREEMENT]




 









 








	 	 	 	 	 	 	 
	 	 	SMART MODULAR TECHNOLOGIES (CI), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Nguyen	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ann Nguyen	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTED AS A DEED	 	 






[SIGNATURE PAGE TO THE INTERCOMPANY

SUBORDINATION AGREEMENT]




 









 








	 	 	 	 	 	 	 
	 	 	SMART MODULAR TECHNOLOGIES

(FOREIGN HOLDINGS), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Iain MacKenzie	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Iain MacKenzie

Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTED AS A DEED	 	 






[SIGNATURE PAGE TO THE INTERCOMPANY

SUBORDINATION AGREEMENT]




 









 








	 	 	 	 	 	 	 
	 	 	SMART MODULAR TECHNOLOGIES (PUERTO RICO) INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Iain MacKenzie	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Iain MacKenzie	 	 
	 

	 	 	 	Title: CEO & President	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTED AS A DEED	 	 






[SIGNATURE PAGE TO THE INTERCOMPANY

SUBORDINATION AGREEMENT]




 









 








	 	 	 	 	 	 	 
	 	 	SMART MODULAR TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Iain MacKenzie	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Iain MacKenzie	 	 
	 

	 	 	 	Title: CEO & President	 	 






[SIGNATURE PAGE TO THE INTERCOMPANY

SUBORDINATION AGREEMENT]




 









 








	 	 	 	 	 	 	 
	 	 	SMART MODULAR TECHNOLOGIES (DE), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Nguyen	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ann Nguyen	 	 
	 

	 	 	 	Title: Assistant Secretary	 	 






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	 	 	SMART MODULAR TECHNOLOGIES SDN. BHD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Iain MacKenzie	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Iain MacKenzie	 	 
	 

	 	 	 	Title: Director	 	 






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	 	 	SMART MODULAR TECHNOLOGIES (EUROPE) LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ann Nguyen	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ann Nguyen	 	 
	 

	 	 	 	Title: Secretary	 	 






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	 	 	SMART MODULAR TECHNOLOGIES

INDÚSTRIA DE COMPONENTES ELETRÔNICOS LTDA.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Noboru Takahashi	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Noboru Takahashi	 	 
	 

	 	 	 	Title: Officer	 	 






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	 	 	MODULAR BRASIL
PARTICIPAÇÕES LTDA.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Noboru Takahashi	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Noboru Takahashi	 	 
	 

	 	 	 	Title: Officer	 	 






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	 	 	U.S. NATIONAL BANK ASSOCIATION

     as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Prokosch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Richard Prokosch	 	 
	 

	 	 	 	Title: Vice President	 	 






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SUBORDINATION AGREEMENT]